Container Corporation Of India Ltd


BSE: 531344 | NSE: CONCOR | ISIN: INE111A01017 
Market Cap: [Rs.Cr.] 11,086 | Face Value: [Rs.] 10
Industry: Miscellaneous

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Director's Report

Directors

To The Shareholders

Your directors are pleased to present their report on the business and operations ofyour company for the financial year ending March 31, 2010.

FINANCIAL RESULTS

(Rs. in Crores)
Particulars 2009-10 2008-09
Income from operations 3705.68 3417.16
Profit before depreciation & tax (PBDT) 1141.69 1142.15
Profit before tax (PBT) 1006.59 1026.24
Provision for tax 219.92 234.73
Profit after tax (PAT) 786.67 791.51
Profit available for appropriations 786.69 791.20
APPROPRIATIONS:
Interim Dividend 77.99 77.99
Proposed Final Dividend 103.99 103.99
Corporate tax on dividend 30.52 30.93
Transfer to general reserves 78.67 79.12
Balance carried to Balance Sheet 495.52 499.17
Earnings per share (Rs.) 60.52 60.87

DIVIDEND

Keeping in view the company's Capex requirements, the Board recommends a final dividendof 80% on the paid up share capital of Rs. 129.98 Crores. An interim dividend @ 60% hasalready been paid. The total dividend payment for the year 2009-10 is Rs.181.98 crores ascompared to Rs. 181.98 crores (excluding dividend tax) for the FY 2008-09.

FINANCIAL HIGHLIGHTS

The operating turnover of your company registered a growth of 8.44% during the yearunder review, increasing from Rs. 3417.16 crores in the previous year to Rs. 3705.68crores. Total expenditure increased by 10.65%, from

Rs. 2,602.01 crores in 2008-09 to Rs. 2,879.14 crores in 2009-10. The profit before taxworked out to Rs.1006.59 crores, lower by 1.91% over 2008-09. After making provisions forIncome Tax, prior period/tax adjustments, the Net Profit available for appropriationsstands at Rs. 786.69 crores, which is marginally (0.57%) below last year's level. Thismarginal decline in Profit After Tax (PAT) is essentially due to slightly more thanproportional increase in the operating expenditure (mainly on account of imbalance ofexports & imports causing heavy empty repositionings); decline in other income of thecompany; and increase in depreciation from Rs.115.91 crores to Rs.135.10 crores, i.e., byRs. 19.19 crores. Such an increase in depreciation was warranted due to the expansionplans of your company. An amount of Rs. 350.35 crores was capitalized during the yearunder review. 720 High Speed BLC Wagons have been added to the existing fleet of CONCORowned Wagons increasing the holding of High Speed Wagons to 8837 Nos. Other additions tofixed assets were on account of terminal infrastructure and purchase of Reach Stackers andContainers

OPERATIONAL PERFORMANCE

Handling at Terminals (In TEUs) 2009-10 2008-09 % age growth
Exim 18,82,277 18,54,959 1.47
Domestic 5,38,970 4,53,273 18.91
Total 24,21,247 23,08,232 4.90

CAPITAL STRUCTURE

There is no change in the capital structure, with the Government of India continuing tohold 63.09% of the shares, the balance 36.91% being held by the public.

LISTING AND DEMATERIALIZATION OF CONCOR'S SHARES

CONCOR's shares are listed with the bourses i.e. Mumbai and National Stock Exchanges.The listing fees of both the stock exchanges have been paid.

To facilitate dematerialization of shares by its shareholders, CONCOR has signedagreements with both the Depositories (NSDL & CDSL). As per SEBI guidelines, CONCOR'sshares have been placed under 'Compulsory Demat Mode'. Out of 4,79,82,992 shares listed onthe Stock Exchange, 4,79,80,689 shares were in Demat mode as on 31st March, 2010. Themarket capitalization of the company was Rs. 17,132 croress as on 31/03/2010 (as perclosing price of NSE) as compared to Rs. 9,344 croress as on 31/03/2009, an increase of83.34%.

CAPITAL EXPENDITURE

Capital Expenditure of Rs. 350.35 crores approx. was incurred mainly ondevelopment/expansion of terminals, acquisition of wagons, handling equipments and ITInfrastructure etc.

NEW TERMINAL & TERMINAL NETWORK EXPANSION

- Two new terminals were commissioned during the year, at Durgapur (West Bengal) &Ratlam (Madhya Pradesh) on 30.04.2009 & 05.11.2009 respectively.

- Expansion works were commissioned at Kota, Whitefield, Dadri, Malanpur, Phillaur,Khemli, Kanpur & Fathua.

HIGH SPEED WAGONS

During the year 2009-10, 720 high speed BLC wagons have been added to the existingfleet of CONCOR owned wagons; increasing the holding of high speed wagons to 8837 nos.With these, the total wagon holding has gone upto 10,194 units.

CONTAINERS

The total number of containers (owned as well as on lease) were 15,754, as on31.03.2010.

INFORMATION TECHNOLOGY

Your company continued to make progress in the field of Information Technology. TheVSAT based network has been extended and now it covers 64 locations. The TerminalManagement Systems for Domestic and EXIM, ERP for Finance and HR were implemented for theexpanded network of terminals and a "Data Warehouse Module" for commercialapplications on centralized architecture is running smoothly across field locations/Regional Offices and Corporate Office. The Web enabled Customer Interface through adedicated Web server is running successfully providing facilities to the customers. TheCustomer feedback facility system as implemented on the website enables us to constantlyevaluate our performance and take corrective action on Customer complaints and feedback.Electronic-filing of documents on the Commercial system at ICD/ Tughlakabad has also beenintroduced which enables the customers to file their documents electronically from theirown offices. As part of Business Continuity Plan, CONCOR has established Backup site forcommercial applications. CONCOR has been recertified as ISO/IEC-27001-2005 compliant bySTQC IT Certification Services (Ministry of Communication & Information Technology)for establishing an Information Security Management System (ISMS).

STANDARDISATION/ CERTIFICATIONS:

- Certification of Registration of 'Quality Management System' as per ISO 9001:2008Standards has been obtained with validity period of 30.03.2010 to 28.03.2013.

- Registration Schedule as per ISO 9001:2008 Standards for the period 30.03.2010 to28.03.2013 has been fixed by ISO Certifying Consultants.

- Quality Manual and Procedure Manual along with Quality Objectives were reviewed andupdated as per new 9001:2008 Standards, ISO Certification for Corporate Office as per newISO Standards has been renewed.

As on 31.03.2010, as many as 56 business units out of 68 have been ISO Certified.

JOINT VENTURES/ STRATEGIC ALLIANCES

Your company continued to place emphasis on providing total logistics and transportsolutions to its customers by exploring the possibilities of expanding the presence of thecompany in all segments of Logistics value chain in the EXIM as well as Domestic segments.Strategic alliances are being firmed up, both for optimal utilization of infrastructure aswell as expansion into other segments of the value chain.

Your Company took suitable action to assess the impact of financial crisis being facedby M/s Dubai World on M/s Dubai Port World, their subsidiary and took suitable steps tomitigate the risk to the investments of your company.

HUMAN RESOURCE MANAGEMENT

Human Resource is considered as key asset of CONCOR. The main focus of your company'sHR philosophy is to align with the business of the organization. CONCOR strives towardsemployee empowerment, growth and development of individuals by realizing their potential,encouraging innovative ideas and fair distribution of rewards. The following successfulmeasures were taken during the financial year to manage talent in CONCOR:

1. The pay scales and allowances of all employees were revised as per DPE guidelines& settlements arrived at with the Employees Union, as applicable in respectivecategories.

2. Skill Development of the employees was given special attention through in-house andexternal training programmes. In all 640 employees underwent training through variousdevelopment programmes.

3. CONCOR revised and rationalized some of the HR policies to boost employee morale andencourage excellence at work. The company successfully retained its existing humanresources and attracted new talent with an attrition rate of less than 2 percent.

4. The cost of staff was contained to 2.91% of total costs despite wage revisions.

INDUSTRIAL RELATIONS

Harmonious industrial relations in CONCOR are instrumental in providing excellentlogistics services to our customers. Industrial relations remained peaceful and noman-days were lost during the financial year.

RESERVATION POLICY

CONCOR has been following the Presidential Directives and Guidelines issued by theGovernment of India from time to time regarding reservation for SCs, STs, OBCs, PhysicallyHandicapped and Ex-Servicemen in letter and spirit. The representation of SCs, STs, OBCsand PHs as on 31.03.2010 is as under:

Category No. of Employees in Reserved Categories as on 31.03.2010
Number % of Total Manpower
Schedule Caste 167 14.78
Schedule Tribe 41 3.63
Other Backward Classes 246 21.77
Physically Handicapped 19 1.68

SPECIAL ACHIEVEMENTS

1. Hon'ble Prime Minister of India Shri Manmohan Singh conferred upon CONCOR thecoveted MOU Excellence Awards for 2006-07 and 2007-08, for the third and fourth years insucession, on 15th October 2009 for CONCOR being one of the Top Indian PSUs.

2. Hon'ble Minister of State for Commerce and Industry Shri Jyotiraditya Scindiaawarded CONCOR with "e Asia" award for category "Electronic Business inPublic Sector" by AFACT (Asia Pacific Council for Trade Facilitation and ElectronicBusiness) for having designed and adopted the best Web based Integrated Container/TerminalManagement System.

3. Hon'ble Minister of Steel Shri Virbhadra Singh conferred upon CONCOR the covetedDSIJ (Dalal Street Investment Journal) Award-2009 for the Top Indian Company innon-manufacturing sector for being the highest wealth creator among PSUs. The company hasreceived this award for the first time, in March 2010.

4. Secretary, DPE Shri Bhaskar Chatterjee conferred upon CONCOR the prestigious Dun& Bradstreet-ROLTA Corporate Award-2009 for being the Top Indian Company in Logistics& Transportation Sector during the month of March 2010. The company received thisaward for the third year in succession.

5. The Customer Satisfaction Index (as determined by an independent survey by anoutside agency) for the year 2009 was an all time high of 90.3% as against 87.5% achievedduring the year 2008.

6. ISO-9000-2008 Certification was obtained for Five Terminals of CONCOR. Company alsoobtained the coveted ISMS (Information Security Management System) Certification, towardsfulfillment of ISO IEC 27001:2005 Standard. The scope of ISMS applies to all CONCOR ITfunctions for its business applications all over India.

7. CONCOR also received the Indira Super Achiever's Award from Indira Group Institute,Pune. CONCOR Team secured First Prize in the First Labour Quiz sponsored jointly by GAIL& SAIL.

FOREIGN EXCHANGE EARNINGS

Details of total foreign exchange earnings and outgo during the year are as under:

(Rs. in lakh)
Foreign exchange earnings NIL
Foreign exchange outgo
a) Import on CIF basis Stores & Spares 23.15
b) Capital Goods / Advances 5661.49
c) Others 24.35

PRESIDENTIAL DIRECTIVES RECEIVED FROM THE GOVERNMENT

No Presidential Directive was received from the Government during the financial year2009-10.

RAJBHASHA

There has been considerable progress in the use of official language Hindi in officialwork of CONCOR. The provisions of Section 3(3) of the Official Languages Act have beenfully complied with and letters received in Hindi were also replied in Hindi. All effortswere made to correspond with offices situated in 'A', 'B' and 'C' regions in Hindi as pertargets set by the Department of Official Languages.

Quarterly meetings of Official Language Implementation Committee were held regularlyunder the chairmanship of Managing Director to review the progress made in promoting useof Hindi in CONCOR and the decisions taken therein were complied with.

Hindi Pakhwara was organised from 14th to 30th September, 2009 in which variouscompetitions like writing, noting, drafting, typing on Computer, etc. were held. About 90employees took part in these competitions. Managing Director gave away cash awards andcertificates to all the award winning employees in a function organized on the occasion ofclosing ceremony of Hindi Pakhwara 2009. A Kavi Sammelan was also organized during thePakhwara in which 10 poets of repute took part. 263 employees were given Cash Awards fordoing their official work in Hindi under 'CONCOR Rajbhasha Puraskar Yojna' for the year2008-09. CONCOR was also conferred the 2nd Prize of "Narakas Rajbhasha Shield"for the year 2008-09 for its excellent performance in official language by the TownOfficial Language Implementation Committee (Undertakings) Delhi. An 'Official LanguageRules and Regulations' competition for PSU's under the aegis of Town Official LanguageImplementation Committee was also organized on 8th October 2009 in which 15 employees fromvarious PSU's participated.

Hindi Books of reputed authors are kept in the Library at Corporate Office. The Numberof books in the Library has increased to 1021. Leading Newspapers as well as monthly andfortnightly magazines continue to be subscribed to. To promote original writing in Hindi,'Madhubhasika' a literary magazine is published quarterly.

CONCOR's website is bilingual and all the computers have the facility to workbilingually. CONCOR has adopted Unicode System to discharge its official work in Hindi.

VIGILANCE

With a view to have systems Improvements, Vigilance Division continued its focus on'Preventive Vigilance' during 2009-10. Twelve Preventive/Surprise Checks and FourIntensive Examinations of major works were conducted at various Regional Offices/InlandContainer Depots /Container Freight Stations and Project works. In addition, 07 cases wereregistered /investigated on the basis of complaints and other information. Suitable penalaction was taken against the erring officials/ contractors. CONCOR was one of the firstPSU's to adopt and implement the Integrity Pact.

A sum of Rs.14.68 lakhs was recovered from various contractors / customers during thefinancial year and recoveries to the tune of Rs. 81.23 lakhs are in the pipeline. Inaddition, improvements in systems and procedures were recommended to various functionaldivisions on the basis of experience gained through preventive examination and otherinvestigations. The system improvements have been adopted and implemented, which are aimedat improved physical and financial performance in various terminals.

The Vigilance Awareness Week was observed in Corporate Office as well as in RegionalOffices by undertaking various activities. Seventeen training programmes, one workshop andthree interactive sessions were organized in different regions in order to createawareness about various aspects of vigilance.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, ETC.

Provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regardingconservation of energy, technology absorption are not applicable to the Company at thisstage.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 withrespect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31stMarch, 2010, the applicable accounting standards have been followed along with properexplanation relating to material departures;

(ii) That the directors have selected such accounting policies and applied themconsistently and made judgements and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the Year under review;

(iii) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956,for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(iv) That the directors have prepared the accounts for the financial year ended 31stMarch, 2010 on a 'going concern' basis.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules, 1975 regarding employees isgiven in Annexure ‘A’ to the Directors' Report.

AUDITORS

M/s. Kumar Chopra & Associates Chartered Accountants, New Delhi were appointed asCompany's Statutory Auditors for the financial year 2009-10.

BOARD OF DIRECTORS

During the financial year 2009-10, six meetings of the Board of Directors were held fortransacting the business of the Company. Shri Vivek Sahai joined CONCOR as Chairman w.e.f.14.01.2010. Shri Anil Kumar Gupta was appointed as Managing Director w.e.f. 30.12.2009.Smt. P. Alli Rani was appointed as Director (Finance) w.e.f. 31.08.2009.

The following Directors held the office till the date of Report :-

- Shri Vivek Sahai, Part-time Chairman;

- Shri Anil Kumar Gupta, Managing Director;

- Shri Harpreet Singh, Director (Projects & Services);

- Shri Yash Vardhan, Director (Intl. Mktg. & Ops.)

- Smt P. Alli Rani, Director (Finance);

- Shri S.K. Das, Director

- Shri S.Balachandran, Director

- Shri Janat Shah, Director

- Shri V. Sanjeevi, Director

- Shri T.R. Doongaji, Director

RETIREMENT OF DIRECTORS BY ROTATION

In terms of provisions of the Companies Act, 1956, Shri S.Balachandran, Shri Janat Shahand Shri V. Sanjeevi, Directors are liable to retire by rotation and being eligible, offerthemselves for reappointment.

CODE OF CONDUCT

The Code of Conduct has been laid down for the Board Members and senior management. Acopy of the same is available on the website of the Company.

Based on the affirmation received from Board Members and Senior Management Personnel,it is hereby declared that all the members of the Board and Senior Management Personnelhave affirmed compliance of Code of Conduct for the financial year ended on March 31,2010.

CONCLUSION

Your Company acknowledges the commitment and dedication of all the employees, thesupport and understanding extended by the Indian Railways, Customs, Ports and above allthe customers who have continued to patronize the services provided by your Company.

For and on behalf of the Board of Directors

(Vivek Sahai)

Chairman

Dated : 17.08.2010

Place : New Delhi

ADDENDUM TO THE DIRECTORS' REPORT 2009-10

Reply to the comments/qualifications in the Auditors' Report for the financial year2009-10

Points in the Auditors' Report Auditors' Qualification Reply of the Management
Point 3(i) of Auditors report Sale/Lease Deeds in respect of Land & Buildings valuing Rs. 1.45 crore are yet to be executed in favour of the company (Note no. 2, Schedule 3). The issue of execution of lease/sale deeds of land & buildings valuing ? 1.45 crores is being pursued with the concerned authorities.
Point 3(ii) of Auditors report Balances of Sundry Debtors, Loans & Advances, Deposits, Sundry Creditors (including Indian Railways) have not been confirmed/reconciled. (Note no.13, Schedule 11) The balances have already been reconciled as per our books of accounts. Confirmation/ reconciliation of these balances with outside parties is being done, whenever required, as an ongoing process.
Point 3(iii) of Auditors report We are unable to comment on the shortfall, if any, in the value of non-moving stock of stores & spare parts. (Note no.21, schedule 11). As per the accounting policy of the Company, inventories have been valued at cost on weighted average basis. The items of inventory under reference by their very nature are essentially required to be kept and are fit for their intended use. As such, there is no shortfall in their value.
Point no. (ix)(a) of the annexure to the auditors report The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, Employee's state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, the undisputed amounts payable in respect of outstanding statutory dues that were in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable are given below:
NORTHERN REGION
- Name of the Statute: Customs Act, 1962 Demand of custom duty was raised on the pilfered goods during financial year 2000-01. This amount
- Nature of dues:Custom Duty
- Amount (Rs. in crore): 0.90
- Period to which the amount relates: Upto 2000-01 of custom duty is payable on the receipt of adjudication orders/ confirmation of demand. The payment is being released in the cases where adjudication orders have already been received.
NORTHERN REGION Amount represents custom duty collected on auction of un-cleared cargo. Matter is pending with the Hon'ble High Court as the importers of these consignments have taken stay orders from the Court.
- Name of the Statute: Customs Act, 1962
- Nature of dues: Custom Duty(Auction)
- Amount (Rs. in crore): 1.37
- Period to which the amount relates: 1997-98 (Rs. 1.08 crore) & 2003-04 (Rs. 29.58lakhs)
NORTH WEST REGION
- Name of the Statute: Employees Provident Fund Act Efforts are being made to obtain the details of employees engaged by the contractors, so that their PF dues can be deposited.
- Nature of dues: PF on contractors payments
- Amount (Rs. in crore): .0.05
- Period to which the amount relates: 2009-10
- Name of the Statute: Building & Other Workers Welfare Cess Act, 1996 Refer note no.33 of Schedule 11 'Notes on Accounts, an amount of 14.13 lakhs which was due has been deposited.
- Nature of dues: Cess under Building & Other Workers Welfare Cess Act, 1996
- Amount (Rs. in crore): 0.42
- Period to which the amount relates: 2008-09
In addition the company has made provision for property tax payable in respect of its assets at various locations amounting to Rs. 12.31 crore upto 31st March 2010, on estimated basis, pending commencement/completion of assessments by the appropriate authorities. Taking a conservative view, provision for property tax has been made pending any demand or commencement/completion of assessments by the appropriate authorities.
Point no. (ix)(b) of the annexure to the auditors report According to the information & explanations given to us, dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited on account of any dispute are given below:
- Forum where dispute pending: CESTAT This matter is in appeal with the concerned authorities.
- Nature of dues: Service Tax Finance Act, 1994
- Amount (Rs. in crore): 0.01
- Period to which the amount relates: 1st May 2003 to 16thJuly2003
- Forum where dispute pending: CCE (Appeals) As per the orders of Appellate Authority, this matter has been referred to the concerned assessing authority for re-assessment.
- Nature of dues: Service Tax Finance Act, 1994
- Amount (Rs. in crore): 0.01
- Period to which the amount relates: January 2004 to March 2004
- Forum where dispute pending: Sub-Registrar, Vadodara This matter is in appeal with the concerned authorities.
- Nature of dues: Additional stamp duty
- Amount (Rs. incrore):0.20
- Period to which the amount relates: 2003-04
- Forum where dispute pending: Appellate Authority VAT In this matter against the orders of authorities, CONCOR had filed a Writ Petition in May 2006 in the Hon'ble Delhi High Court for quashing of various detention orders, seizing/detaining rolling stock and imposition of penalty. The Hon'ble Delhi High Court had stayed operation of the penalty orders passed by the authorities. VAT Tribunal vide its orders dated 30.11.09 has directed the Company to deposit 50% amount of demand in each appeal. However, a fresh writ petition against this order has been filed in the Hon'ble High Court at Delhi in February 2010 for which COD's permission is being obtained.
- Nature of dues: Penalty u/s 86(19) of DVAT Delhi
- Amount (Rs. incrore):0.33
- Period to which the amount relates: 14th December2005
- Forum where dispute pending: Appellate Authority VAT Delhi The matter is in appeal with the concerned authorities.
- Natureofdues:SalesTaxfNR)DelhiSalesTaxAct
- Amount (Rs. in crore): 0.01
- Period to which the amount relates: 1997-98
- Forum where dispute pending: Appellate Authority VAT Delhi The matter is in appeal with the concerned authorities.
- Nature of dues: Sales Tax (NR) Delhi Sales Tax Act
- Amount fRs.incrore):0.08
- Periodtowhichtheamountrelates:2000-01
- Forum where dispute pending: Municipal Corporation, Ludhiana In this matter, appeal has been decided in favour of CONCOR and Court has directed the Municipal Corporation of Ludhiana (MCL) to refund Rs. 0.16 crore to CONCOR. MCL, has however, filed an appeal in the Hon'ble High Court against such orders.
- Nature of dues: Octroi under local taxes
- Amount (Rs. in crore): 0.16
- Period to which the amount relates: 2007-08
- Forum where dispute pending: Appellate Authority Service Tax, Ludhiana The matter is in appeal with the concerned authorities.
- Nature of dues: Service Tax Finance Act, 1994
- Amount (Rs. in crore): 0.13
- Period to which the amount relates: 2007-08
- Forum where dispute pending: High Court The matter was pending before the Kerala Sales Tax Appellate Tribunal (STAT) who has delivered its order dated 21st May, 2010 in favour of CONCOR.
- Nature of dues: Sales Tax(SR) under Sales Tax Act
- Amount (Rs. in crore): 0.42
- Period to which the amount relates: 2000-01
- Forum where dispute pending: District Court Kanpur Process to file suit against Jal Sansthan Kanpurhas been initiated. Simultaneously, the matter is being taken up with the Ministry of Urban Development through Ministry of Railways.
- Nature of dues: Water Tax- Jal Sansthan Kanpur
- Amount (Rs. in crore): 0.69
- Period to which the amount relates: 2000-01 to date.
Point no. (xiv) of the annexure to the Auditors report In our opinion and according to the information and explanations given to us, the company is not dealing in shares, securities and other investments. The investments in the shares of joint venture & subsidiary companies are held by the company in its own name and are not traded. However, letters of allotment/Share Certificates in one joint venture company costing Rs. 0.05 crore are not available with the company (Note to Schedule 4). The matter is in arbitration.

Annexure to the Directors' Report

CORPORATE GOVERNANCE

CORPORATE PHILOSOPHY

CONCOR's mission is to provide efficient and reliable multimodal logistics support forthe country's EXIM and domestic trade and commerce, and to ensure growing shareholdervalue. The company is committed to maintaining a high growth rate and maximizing return oncapital employed through the optimal use of its resources. The Company strives to conductits business according to the best principles of good Corporate Governance as indicated bythe disclosures given in the annexure.

BOARD OF DIRECTORS

The Board of Directors of the Company consists of five Executive Directors including aManaging Director, two Govt. Nominee Non-executive Directors including a Part-timeNon-executive Chairman, and four part-time Non-executive Directors (Independent).

The Board met 6 (Six) times for transacting business during the financial year 2009-10on the following dates:

Board Meeting No. Board Meeting Dates
134 16th April, 2009
135 17th July, 2009
136 11th Aug, 2009
137 14th Oct, 2009
138 25th Nov, 2009
139 22nd Jan, 2010

CONCOR's Board framed the Code of Conduct for Board Members and Senior ManagementPersonnel, effective from First day of January, 2006. Further, the Provisions of Code ofConduct have been affirmed to be complied with by the Board Members as well as the SeniorManagement Personnel.

The Composition of Directors, attendance at the Board Meetings during the year, at thelast Annual General Meeting, the number of other Directorships and Committee membershipsare given below:

Category of Directorship Name of Director No. of Board Mtgs Attended Attended at last AGM No. of Other Committee Membership/ Chairmanship No. of other Directorship/ Chairmanship
(I) Part-time Non-Executive Chairman
1. Member Traffic Railway Sh. Vivek Sahai # One N.A. Nil Nil Two Two
Board Sh. Shri Prakash# Five Yes. Nil Nil Two Two
(II) Executive Directors
2. Managing Director Sh. Anil Kumar Gupta @ One NA One Nil Four Three
Sh. Rakesh Mehrotra @ Four Yes
3. Director (Finance) Smt. P. Alli Rani $ Three Yes Six One Six One
Sh. Suresh Kumar $ One N.A.
4. Director (Domestic) Sh. Anil Kumar Gupta @ Five Yes
5. Director (Projects & Services) Sh. Harpreet Singh Six Yes Two Nil Two Nil
6 Director (Intl. Marketing & Ops.) Sh Yash Vardhan Five Yes One Nil Seven Two
(III) Govt. Nominee
Non-Executive Directors
7. (Ministry of Railways) Sh. S. K. Das Five Yes One One Nil Nil
(IV) Part–timeNon-Executive
Directors (Independent)
8. Sh. S. Balachandran Five Yes Eight Three Four Nil
9. Sh. V. Sanjeevi Four Yes Two Nil Five Two
10. Shri Janat Shah Three No Two Nil Nil Nil
11. Shri T.R. Doongaji Six Yes Three Nil Four Two

# Shri Vivek Sahai appointed w.e.f. 14.01.2010 vice Shri Shri Prakash who relinquishedcharged on 11.12.2009

@ Shri Anil Kumar Gupta appointed MD w.e.f. 30.12.2009 vice Shri Rakesh Mehrotra, whoretired on 31.10.2009

$ Smt. P. Alli Rani appointed w.e.f. 31.08.2009 vice Shri Suresh Kumar who retired on30.06.2009

REMUNERATION COMMITTEE & POLICY

Your Company has a Standing Committee of the Board viz., 'HR & RemunerationCommittee' to examine and provide inputs for HR Policies and initiatives of the Companybesides finalization of the annual variable pay and policy for its distribution across theExecutives and Non-Unionized Supervisors.

As a Government of India Undertaking, the Functional Directors are appointed byPresident of India through Ministry of Railways. Remuneration is drawn as per industrialdearness allowance (IDA) pay - scales and terms and conditions determined by theGovernment. The details of remuneration of Directors for the financial year 2009-10 havebeen provided in notes to Annexure ‘A’ of the Directors Report.

The Government nominee directors do not draw any remuneration from the company. Theydraw their remuneration from the Government as Government officials. The part-timenon-executive directors are paid a sitting fee of Rs. 20,000/- per meeting attended bythem.

AUDIT COMMITTEE

The Audit Committee comprises of the following Independent Directors as its members:

Mr. S. Balachandran - Chairman
Mr. V. Sanjeevi - Member
Prof. Janat Shah - Member

Shri Ravi Khandelwal, Executive Director (Accounts) & Company Secretary is theSecretary of the Committee.

The Audit Committee met four times during the financial Year 2009-2010 on 15.04.2009,16.07.2009, 13.10.2009 and 22.01.2010. The details of the attendance of the Committeemembers are as under:-

Name of Members No. of Meetings Attended
Shri S. Balachandran Four
Shri.V. Sanjeevi Four
Shri.Janat Shah One

The Committee reviews the Company's broad structure, various capital and civilprojects, business expansion plans & annual / quarterly financial Results beforesubmission to the Board. Further, the Committee reviews with the management the adequacyof internal audit function and internal control systems and discusses with internalauditors any significant findings and follow up thereon from time to time. The Committeeattempts to ensure that decision making in the company is objective, and that there areadequate internal controls to ensure efficient realization of revenue, and due proprietyof expenditure.

SHAREHOLDERS' / INVESTORS' GRIEVANCE COMMITTEE

The shareholders'/ investors' grievance committee comprises:-

Executive Director TT (F), Railway Board / Director nominated by Ministry of Railways - Member
Director (Finance) / CONCOR - Member
Director (IM & O) / CONCOR - Member

ExecutiveDirectorTT(F),RailwayBoard/DirectornominatedbyMinistryofRailwaysistheChairmanoftheCommittee.

Shri Ravi Khandelwal, Executive Director (Accounts) & Company Secretary is thesecretary of the Committee and also Compliance Officer in terms of Listing Agreement withthe Stock Exchanges. No Investor Complaint was pending at the end of financial year2009-10.

SHARE TRANSFER COMMITTEE & SYSTEM

The Share Transfer Committee comprises:-

Director (Finance) - Chairman
Director (DD) - Member
Executive Director (A/Cs & CS) - Member

The trading and holding of shares is in Demat form due to Compulsory Dematerializationof CONCOR's shares w.e.f. 31st May, 1999.

The Company has appointed M/s. Beetal Financial & Computer Services (P) Ltd. asRegistrar and Share Transfer Agents (RTA), to effect the transfer of shares and otherrelated work. No request for transfer in respect of shares in physical mode receivedduring the financial year 2009-10 is pending.

GENERAL BODY MEETINGS

Details of location, time and date of last three AGMs are as under :

AGM Date Location Time
19.09.2009 Air Force Auditorium, 3.00 p.m.
Subroto Park,
New Delhi – 110010
25.08.2008 Stein Auditorium, Habitat world, 3.00 p.m.
India Habitat Centre,
Gate No. 3, Lodhi Road,
New Delhi – 110003
22.08.2007 DO 3.30 p.m.

There is no proposal to be conducted through postal ballot at the ensuing AGM to beheld on 17th September, 2010.

DISCLOSURES

(i) During the year, there was no transaction of material nature with the directors ortheir relatives that had potential conflict with the interest of the company.

(ii) Transactions with related parties as per requirements of Accounting Standard(AS-18) – 'Related Party Disclosures' issued by the Institute of CharteredAccountants of India are disclosed in Schedule -11.

(ii) There were no instances of penalties / strictures imposed on the Company by theStock Exchanges or SEBI or any statutory authority due to non compliance on any matterrelated to capital markets during the last three years.

MEANS OF COMMUNICATION

The Quarterly Un-audited financial results, shareholding pattern and Annual Report areuploaded on CONCOR website "www.concorindia.com" and these are updated based oninformation provided from time to time. Tenders of various Regions/Departments areuploaded on the website and also on Government portal https://tenders.gov.in for givingwide publicity and ensuring transparency and wide publicity in tendering process.

GENERAL SHAREHOLDER INFORMATION

(i) Number of Annual General Meeting 22nd AGM
Date 17th September, 2010
Time 15:30 Hrs.
Venue Auditorium,National Railway Museum, Nyaya Marg,
Near Bhutan Embassy, Chanakyapuri,
New Delhi-110021.
(ii) Financial Calendar
1st quarter financial results (un-audited) Within one month of close of quarter.
2nd quarter financial results (un-audited) Within one month of close of quarter.
3rd quarter financial results (un-audited) Within one month of close of quarter.
4th quarter financial results (un-audited) Within one month of close of quarter
Limited Review Report for quarterly financial results (un-audited) Within Two months of close of quarter
Approval and authentication of annual accounts by Board of Directors Before end of July, 2010
Adoption of audited Annual Accounts by Shareholders. Before end of September, 2010
(iii) Date of Book Closure 7th Sept., 2010 to 17th Sept., 2010 (both days inclusive)
(iv) Dividend Payment Date Within 30 day of declaration at AGM
(v) Listing on Stock Exchanges (a) The Stock Exchange, Mumbai
Phiroze Jeejeebhoy Towers, Dalal Street Fort,
Mumba - 400001.
(b) National Stock Exchange of India Ltd. ,
"Exchange Plaza" Bandra - Kurla Complex, Bandra (E),
Mumbai - 400051.
(vi) Stock Code
NSE CONCOR
BSE CONCOR

(vii) Market Price Data

NSE BSE
Month High Low High Low
April'09 805.00 700.00 805.00 690.05
May '09 970.00 760.50 964.75 755.05
June'09 1,099.80 902.30 1,090.00 913.25
July'09 1,075.00 908.05 1,168.10 906.60
Aug'09 1,264.00 1,046.70 1,260.00 1,070.00
Sept'09 1,231.00 1,080.00 1,230.00 1,085.00
Oct'09 1,355.00 1,044.70 1,265.00 1,060.05
Nov'09 1,244.75 1,082.50 1,247.00 1,051.05
Dec'09 1,329.00 1,172.25 1,340.00 1,172.00
Jan'10 1,487.80 1,171.00 1,485.00 1,150.60
Feb'10 1,295.90 1,164.00 1,298.80 1,168.40
March'10 1,345.00 1,185.00 1,341.00 1,185.00

(viii)Stock Exchange Index

NSE BSE
Month High Low High Low
April'09 3,517.25 2,965.70 11,492.10 9,546.29
May '09 4,509.40 3,478.70 14,930.54 11,621.30
June'09 4,693.20 4,143.25 15,600.30 14,016.95
July'09 4,669.75 3,918.75 15,732.81 13,219.99
Aug'09 4,743.75 4,353.45 16,002.46 14,684.45
Sept'09 5,087.60 4,576.60 17,142.52 15,356.72
Oct'09 5,181.95 4,687.50 17,493.17 15,805.20
Nov'09 5,138.00 4,538.50 17,290.48 15,330.56
Dec'09 5,221.85 4,943.95 17,530.94 16,577.78
Jan'10 5,310.85 4,766.00 17,790.33 15,982.08
Feb'10 4,992.00 4,675.40 16,669.25 15,651.99
March'10 5,329.55 4,935.35 17,793.01 16,438.45

(ix) Registrar and Share Transfer Agents M/s Beetal Financial & Computer Services(P) Ltd.

BEETAL HOUSE, 3RD Floor, 99, Madangir,

Behind Local Shopping Centre, New Delhi-110055.

(x Distribution of Shareholding as on 31.03.2010

Particulars No. of Shares Percentage
(a) Government of India 81999802 63.09
(b) Banks, Financial Institutions, 7638513 5.88
(c) Foreign Institutional Investors 30377516 23.37
(d) Mutual Funds and UTI 5538143 4.26
(e) Bodies Corporate 903434 2.23
(f) Indian Public 1320296 1.02
(g) NRIs / OCBs 167975 0.13
(h) Others 37115 0.02
129982794 100.00

(xi) Dematerialization of Shares and liquidity:

For electronic trading of shares, CONCOR has agreement with NSDL & CDSL. Out of4,79,82,992 Shares listed on Stock Exchanges 4,79,80,689 Shares were in demat mode as on31.03.2010.

(xii) Outstanding GDRs / ADRs / Warrants or any convertible instruments: N. A.

(xiii) Plant locations : The Company has 49 Nos. of Inland Container Depots (ICDs) and10 Nos. of Domestic Container Terminals as on 31.03.2010.

(xiv) Address for Correspondence Shri Ravi Khandelwal,
Executive Director (Accounts) & Company Secretary,
Container Corporation of India Ltd.,
CONCOR Bhawan,
C-3, Mathura Road,
New Delhi – 110076.
Ph. No. 41673149

Details of directors seeking re-appointment / appointment at the forthcoming AnnualGeneral Meeting

Name Date of Birth Date of appointment Qualifications Expertise in specific functional areas List of other Public Other companies in which of Directorship held Details of Other Committee Membership
Sh. Vivek Sahai 05.06.1951 14.01.2010 M.Sc. (Physics) Operations, Planning, Information Technology, Safety and General Management. Two * NIL
Sh. Anil Kumar Gupta 24.09.1956 30.12.2010 M.A., M.Phil. Economics, M.B.A.(NMP) Railway Operations Commercial & Safety related issues. Expertise in Container Terminal Planning and management & marketing of services Four^ One^^
Smt. P. Alli Rani 15.05.1960 31.08.2009 M.A. MPHIL Worked in Railway finance and Telecom finance for 16 years Six$ Six$$
Sh. S. Balachandran 27.08.1946 01.01.2008 B.Sc Gold Medalist M.Sc. First Class Planning Capital Budgeting, Financial appraisal, financial management, Derivative instruments & risk Management. Four# Eight##
Shri Janat Shah 22.09.1958 01.01.2008 Fellow of Management from IIM, Ahmedabad (equivalent to Ph.D). B. Tech from IIT, Mumbai Supply Chain Management Two** NIL
Shri V. Sanjeevi 16.01.1952 01.01.2008 B.E. (Chem) (Hons); PGDIE Logistics & Supply Chain Management Five@ Two@@

Name of the Companies :

* 1. Indian Railway Catering & Tourism Corporation Ltd. 2. Pipavav RailwayCorporation Ltd.

^ 1. Fresh & Healthy Enterprises Ltd. 2. Gateway Terminals India Pvt. Ltd. 3. CONYKCartac Pvt. Ltd. 4. Infinite Logistics Solutions Pvt. Ltd.

^^ Gateway Terminals India Pvt. Ltd.- Audit Committee

$ 1. Fresh & Healthy Enterprises Ltd. 2. Infinite Logistics Solutions Pvt. Ltd. 3.Himalayan Terminals Pvt. Ltd. 4.

Albatross CFS Pvt. Ltd. 5. Star Track Terminals Pvt. Ltd. 6. CMA CGM Logistics ParkPvt. Ltd.

$$ 1. Fresh & Healthy Enterprises Ltd.- Member Audit Committee 2. InfiniteLogistics Solutions Pvt. Ltd. .- Member Audit Committee 3. Himalayan Terminals Pvt. Ltd..- Member Audit Committee 4. Albatross CFS Pvt. Ltd. .Member & Chairperson AuditCommittee 5. Star Track Terminals Pvt. Ltd. .- Member Audit Committee 6.

CMA CGM Logistics Park Pvt. Ltd. .- Member Audit Committee

# 1. Dredging Corporation of India 2. Oil and Natural Gas Corporation Ltd. 3. PTC IndiaLtd. 4. PTC Energy Ltd.

# # 1. Container Corporation of India Ltd.- Member of Audit Committee 2. DredgingCorporation of India Ltd. –Audit Committee & Grievance Committee

3. Oil and Natural Gas Corporation Ltd. – Chairman Audit Committee, ChairmanFinancial Management Committee & Member Project Appraisal Committee

4. PTC India Ltd. – Member Audit Committee 5. PTC Energy Ltd.- Member AuditCommittee

** 1. Sabare International Ltd. 2. Fresh & Healthy Enterprises Ltd.

@ 1. eLogistics Private Ltd. 2. eLogistics Services Pvt. Ltd. 3. Trimurti GalaxyEnterprises Pvt. Ltd. 4. Makkal Tholai Thodarbu Kuzhuman 5. HLL Lifecare Limited

@@ 1. Container Corporation of India Ltd.- Audit Committee 2. HLL Lifecare Ltd.- MemberAudit Committee & Member Project Sub Committee

ANNEXURE 'A' OF DIRECTORS REPORT (Particulars of Employees)

Sr. No. Name Designation & Nature of Duties Valuation of Remuneration Gross. (In Rs.) Qualifications Date of Commencement of Employment Total Experience (Years) Age (Years) Last Employment
1 Sh. Anil Kumar Gupta (MD w.e.f. 30.12.2009, Director- Domestic upto 29.12.2009) Managing Director 44,92,789.00 M.A., M.Phil. Economics, M.B.A (NMP) 29/12/1989 28 54 Indian Railways
2 Sh. Rakesh Mehrotra (MD upto 31.10.2009) Ex-Managing Director 59,92,963.00 "B.Sc.GRAD. I. MECH.E(LONDON), GRAD.I. PROD.E (LONDON),A.M.I. ELECT.E (LONDON)" 12/12/2001 40 60 Indian Railways
3 Sh. Harpreet Singh Director (P & S) 49,05,946.00 "Grad.I.Mech.E (LONDON), AMIE (Mech. Engg.), Institution of Engineers India, AMIE (Elect, Engg.), Institution of Engineers India, MBA (Finance)" 02/07/2006 30 53 Indian Railways
4 Sh. Yash Vardhan Director (IM &O) 43,51,468.00 MSC, MPHIL 10/03/2003 27 54 Indian Railways
5 Smt. P. Alli Rani (DF w.e.f. 31.08.2009, ED-Finance upto 30.08.2009) Director (Finance) 31,88,719.00 MA, MPHIL 06/09/2006 24 50 Indian Railways
6 Sh. Suresh Kumar (DF upto 30.06.2009) Ex-Director (Finance) 23,30,036.00 M.Sc. (Physics), MBA (Finance) 03/11/2005 34 60 Indian Railways
7 Sh. K. B. Agarwal (CVO upto 23.02.2010) Ex-CVO 34,92,218.00 BE (Civil) 24/11/2004 25 51 Indian Administrative Service
8 Sh. Shahnawaz Ali Executive Director (Domestic) 25,63,366.00 MA 11/03/2005 29 57 Indian Railways
9 Sh. Ravi Khandelwal Executive Director (A/cs & CS) 27,04,441.00 B.COM, LL.B, AICWA, FCS, MBA (Finance) 11/01/1989 32 52 Hindustan Gums & Chemicals Ltd.
10 Sh. Mukul Jain Executive Director (Air Cargo) 26,93,471.00 B Tech 14/06/1995 29 54 Indian Railways
11 Sh. Pavan Kumar Kaul Executive Director (BD & MR) 34,65,525.00 MA, MFG (Master Mariner), Dip. In Logistic Mgmt. 20/11/1996 31 53 Shipping Corporation of India Ltd
12 Sh. Anurag Mathur Executive Director (MIS) 29,43,469.00 MSC, M.TECH, PGDIP 29/05/2001 27 50 A E P C
13 Sh. Sushil Kumar Executive Director (NCR) 30,50,562.00 MA 22/02/2005 28 54 Indian Railways
14 Sh. N. L. Manjoka GGM (P & D) 27,82,580.00 AMIE, PGDIP 16/10/1996 18 52 Indian Railways
15 Sh. P.K. Agrawal CGM (Western Region) 32,80,605.00 MA, LLB 20/06/2006 21 47 Indian Railways
16 Smt. Ameeta Suri GGM (Customs) 24,38,809.00 B Sc 22/06/2005 28 51 Ministry of Finance
17 Sh. Surinder Kumar Sr. General Manager (Engg) 24,13,837.00 B Sc (Engg-civil) 19/06/2000 21 52 RITES
18 Sh. Vijay Kumar Paul Sr. General Manager (Finance) 24,69,143.00 M. Com 23/01/1990 20 53 -
19 Sh. Sanjay Swarup Sr. General Manager 24,87,620.00 BE (Electronics), PG Dip. In Public Policy and Mgmt 08/12/2004 23 44 BHEL/ Indian Railways
20 Sh. Deepak Kapoor Chief Manager 26,13,779.00 B Com, PG Dip. in Mktg Management 01/01/1991 19 51 -
21 Sh. Anil Kotnala General Manager 27,01,112.00 Msc, PGDIP, PhD 09/08/1990 25 52 CWC

Notes:-

(i) Valuation of Gross Remuneration shown above Comprises of salary and allowances,perquisites, performance incentive benefits and the actuarial value of the retirementbenefits, which have accrued on account of implementation of 2nd wage revision for PSUemployees w.e.f. 01.01.2007. For directors, the details of remuneration are disclosedunder foot notes from (iv) to (ix)

(ii) The nature of employment in cases of employees at Sr. No. 1 to 6 is contractual.For the rest of the officers, it is a regular employment.

(iii) Experience in the fields/ functions relevant to the functions discharged byconcerned officers in CONCOR has only been taken into account.

(iv) Sh. Anil Kumar Gupta- Salary & allowances Rs. 1878930/-, Perquisites Rs.253037/-, Performance Incentive/ benefits

Rs. 1546928/- , and retirement benefits Rs. 813894/-

(v) Sh. Rakesh Mehrotra- Salary & allowances Rs. 968308/-, Perquisites Rs.888623/-, Performance Incentive/ benefits Rs. 2154581/-, and retirement benefits Rs.1981451/-

(vi) Sh. Harpreet Singh- Salary & allowances Rs. 1652260/-, PerquisitesRs.1069344/-, Performance Incentive/ benefits Rs. 1528239/-, and retirement benefits Rs.656103/-

(vii) Sh. Yashvardhan- Salary & allowances Rs.1432525/-, Perquisites Rs. 878049/-,Performance Incentive/ benefits Rs. 1426593/-, and retirement benefits Rs. 614301/-

(viii) Smt. P. Alli Rani- Salary & allowances Rs. 1318778/-, Perquisites Rs.672201/-, Performance Incentive/ benefits Rs. 704230/-, and retirement benefits Rs.493510/-

(ix) Sh. Suresh Kumar- Salary & allowances Rs. 557727/-, Perquisites Rs. 492009/-,Performance Incentive/ benefits Rs. 494969/-, and retirement benefits Rs. 785331/-

   

Peer Comparison

Company Market Cap
(Rs. in Cr.)
P/E (TTM)
(x)
P/BV (TTM)
(x)
EV/EBIDTA
(x)
ROE
(%)
ROCE
(%)
D/E
(x)
GAIL (India) 42,658.98 10.79 2.22 9.91 19.8 26.7 0.11
Adani Ports 22,838.76 19.39 4.36 20.91 25.4 17.8 0.76
Container Corpn. 11,085.99 12.63 1.98 11.18 18.8 22.7 0.00
Petronet LNG 9,742.50 9.21 2.77 9.47 25.2 20.7 1.16
Bajaj Holdings 8,461.94 14.91 1.75 8.08 23.6 25.2 0.00
CRISIL 7,485.08 38.70 20.75 22.67 51.6 68.0 0.00
Pipavav Defence 5,660.93 70.60 3.05 31.75 2.3 5.0 0.99
Multi Comm. Exc. 4,573.43 15.43 4.59 0.00 22.4 31.8 0.00
Info Edg.(India) 4,087.43 33.26 7.12 25.82 19.9 29.8 0.00
Guj Gas Company 3,789.15 14.21 4.98 10.70 34.4 37.6 0.29
Guj.St.Petronet 3,533.76 6.77 1.43 6.88 28.4 27.3 0.77
Indraprastha Gas 2,893.10 9.42 2.33 9.15 28.4 34.3 0.28
Guj Pipavav Port 2,333.82 35.78 2.94 14.16 5.0 7.5 0.96
ABG Shipyard 1,976.97 11.26 1.59 6.61 16.3 12.6 2.28
SPARC 1,554.29 0.00 -23.31 0.00 0.0 0.0 0.43

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Key Information

Key Executives:

Anil Kumar Gupta , Managing Director 

Harpreet Singh , Director (Projects & Services) 

Yash Vardhan , Director(Intl. Marketing & Op. 

P Alli Rani , Director (Finance) 


Company Head Office / Quarters:
CONCOR Bhawan C-3 Mathura Road,
Opposite Apollo Hospital,
New Delhi,
New Delhi-110076
Phone : 91-11-41673093/94/95/96
Fax : 91-11-41673112
E-mail :
co.pro@concorindia.com
co@concorindia.com
Web : http://www.concorindia.com
Registrars:
Beetal Fin.&Computer Ser.P Ltd
Beetal House 3rd Flr
99 Madangir

New Delhi - 110062

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