Your Directors have pleasure in presenting the Thirtieth Annual Report on the performance of your Company and the audited statement of accounts for the financial year ended on March 31, 2014.
The performance of the Company for the financial year ended on March 31, 2014 on standalone basis is summarized below:
|Particulars||Amount (in Rs )|
|Gross Profit before Interest and Depreciation||39,71,86,375||58,51,16,645|
|Less : Finance Cost||32,22,04,523||33,17,73,880|
|Less : Depreciation||35,00,15,528||36,93,75,179|
|Profit /(Loss) Before Tax||(27,50,33,676)||(11,60,32,414)|
|Add/(Less): Reversal/(Provision) of Deferred Tax||9,20,42,715||5,32,25,501|
|Profit/(Loss) After Tax||(18,29,90,961)||(6,28,06,913)|
|Add : Balance in Profit & Loss Account||47,16,23,479||53,44,30,392|
|Closing Balance of Profit & Loss Account||28,86,32,518||47,16,23,479|
Operating Results and Business
During the year under review, your Company recorded Gross Receipts of Rs 76.34 crore vis-a-vis Rs 104.88 crore in the previous year. Your Company has recorded net loss of Rs 18.29 crore vis-a-vis a net loss of Rs 6.28 crore in the previous financial year.
Your Directors have not recommended any dividend on Equity Shares for the year under review.
Transfer of Amount to Investor Education and Protection Fund
Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, final dividend for the year 2005-06 which remained unpaid /unclaimed for a period of 7 years, amounting to Rs 1,64,824/- has been transferred by the Company to the Investors Education and Protection Fund (IEPF).
In terms of Articles of Association of the Company, Mr. Kamlesh Kumar Agarwal, Director of the Company retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment at the ensuing AGM.
The brief resume of Mr. Kamlesh Kumar Agarwal, Director who is to be re-appointed at the ensuing AGM, nature of his expertise in specific functional areas, names of companies in which he holds directorship, committee membership/ chairmanship etc., are furnished in the Annexure to the Notice forming part of the Annual Report.
Pursuant to the notification of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. H P Prabhu, Mr. R G Govindrajpuram and Mr. Ravishankar Gopalan are proposed to be appointed as Independent Directors for a term of five consecutive years starting from April 1, 2014 and ending on March 31, 2019.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.
Directors Responsibility Statements:
Pursuant to the requirements under Section 217(2AA) of Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:
i) in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable Accounting Standards have been followed and there is no material departure from the same;
ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the loss of the Company for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the maintenance of adequate 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 and other irregularities; and
iv) the Directors have prepared the accounts for the year ended on March 31, 2014 on a going concern basis.
Auditors and Auditors Report
M/s. M.M. Chaturvedi & Co, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing AGM and are eligible for re-appointment. They have furnished a certificate regarding their eligibility for re-appointment as Statutory Auditors of the Company. The Board recommends their re-appointment from the conclusion of the ensuing AGM until the conclusion of the next AGM of the Company.
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further explanation.
Consolidated Financial Statements
The Audited Consolidated Financial Statements based on the Financial Statements received from subsidiaries as approved by their respective board of directors have been prepared in accordance with Accounting Standard (AS-21) on Consolidated Financial Statements notified under Section 211(3C) of the Companies Act, 1956 read with Companies (Accounting Standards) Rules, 2006, as applicable.
The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.
The report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.
The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the report on corporate governance.
The Company has the following subsidiaries:
1. ABG Kolkata Container Terminal Private Limited
2. Kandla Container Terminal Private Limited (formerly ABG Kandla Container Terminal Limited)
3. ABG Ports Limited
4. ABG Projects & Services Limited (U.K.)
5. West Quay Multiport Private Limited
And the following are the step down subsidiaries of the Company:
1. ALBA Asia Private Limited
2. Haldia Bulk Terminals Private Limited
3. ALBA 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
9. ALBA Ennore Private Limited
The description of operation of your subsidiaries is briefly described below:
ABG Kolkata Terminal Private Limited operates at berths 4 and 8 of Netaji Subhash Dock (NSD) system of Kolkata Port Trust and is engaged in handling containers at these berths.
Kandla Container Terminal Private Limited was incorporated for operating the Container Terminal at Kandla Port on BOT basis. It terminated its contract with Kandla Port Trust vide its letter dated November 9, 2012 due to the failure of Kandla Port Trust in meeting its obligations as per the license agreement. Kandla Port Trust has taken over the Terminal. The matter is under arbitration.
ALBA Asia Private Limited is operating Mobile Harbour Cranes (MHCs) at New Mangalore and Visakhapatnam ports. The aggregate volume handled by the MHCs at Vishakhapatnam was 3.18 million metric tonnes compared to 4.9 million metric tonnes in the previous year. The aggregate volume handled by the MHCs at New Mangalore was 1.05 million tonnes compared to 0.8 million in the previous year.
ALBA Marine Private Limited obtained a stevedoring License from V.O. Chidambaranar Port Trust ("VOCPT") for undertaking the stevedoring activities. The Company is finalising the business model for stevedoring activities at VOCPT and Visakhapatnam Port Trust.
Tuticorin Coal Terminal Private Limited ("TCTPL") has achieved more than 80% progress in development of NCB-II berth at Tuticorin. There has been delay in commissioning of project due to pending clearances from Government of India. If all clearances are received, Company will be able to commence operation by first quarter of 2015. This terminal will cater to the needs of the thermal power plants in the vicinity of Tuticorin.
West Quay Multiport Private Limited ("WQMPL") signed a 30 year Concession Agreement with Visakhapatnam Port Trust, for developing WQ-6 berth for handling the dry bulk cargo on DBFOT basis. The Company has already achieved more than 85% progress in developing WQ-6 berth. The commercial operation is likely to commence by end of September, 2014.
Vizag Agriport Private Limited ("VAPL") signed a 30 year Concession Agreement with Visakhapatnam Port Trust, for developing the EQ-7 berth for handling the bulk fertiliser cargo on DBFOT basis. This berth will be one of the largest fully mechanised fertilizer berth in Public Private Partnership in India. The project is presently under implementation and the commercial operation is likely to commence in 2015.
Haldia Bulk Terminals Private Limited ("HBT") was incorporated for operating bulk cargo at Haldia Port. Due to breaches of Kolkata Port Trust (KoPT) and its renunciation of acting as required under the Agreement, the Company terminated its contract with KoPT on October 31, 2012. During the year, the Company received relief from Kolkata High Court that it can take out the operating fixed assets from the premises of KoPT and can deploy them for business purpose at any other location in India. The Company is exploring the possibility of deploying its assets for generating revenues.
Dakshin Bharat Gateway Terminal Private Ltd. (DBGT) signed a 30 year Concession Agreement with the V.O. Chidambaranar Port Trust ("VOCPT") for conversion of Eighth Berth at V.O.Chidambaranar Port at Tuticorin as a Container Terminal on BOT basis. Financial close of the project was achieved on July 8, 2013. The project is presently under implementation. Presently it handles containers using vessel gears till the terminal is equipped in terms of the Concession Agreement.
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 subsidiary companies have not been attached with the Balance Sheet of the Company. However the financial summary of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available these documents and related information upon written request by any shareholder of the Company or subsidiary and will also be hosted on the website of the Company at www. abgworld.com. The annual accounts of the subsidiary companies will also be kept for inspection by shareholders at the Registered Office of the Company and that of respective subsidiary companies. The Consolidated Financial Statements presented by the Company 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 on March 31, 2014.
Particulars of Employees
In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the nature of business activities being carried out by the Company, the Directors have nothing to report regarding conservation of energy and technology absorption 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 in the Notes to Accounts forming part of the Annual Report.
Your Directors would like to express their sincere appreciation for the support and co-operation extended by bankers, financial institutions, regulatory bodies, government authorities, shareholders and specifically the contribution made by the employees of the Company in the operations of the Company during the year under review. Your Directors look forward to their continued unstinted support.
|For and on behalf of the Board of Directors|
|Date : May 30, 2014||Kamlesh Kumar Agarwal|
|Place : Mumbai||Chairman|
Kamlesh Kumar Agarwal , Chairman
Saket Agarwal , Managing Director
R G Govindrajpuram , Director
G Ravishankar , Director
Company Head Office / Quarters:
Bhupati Chambers 5th Floor,
13 Mathew Road Opera House,
Phone : Maharashtra-91-22-66563000 / Maharashtra-
Fax : Maharashtra-91-22-23649236 / Maharashtra-
E-mail : email@example.com
Web : http://www.abgworld.com
Big Share Services Pvt Ltd
E-2/3 Saki Vihar Rd,Ansa Indl Estate,Saki Naka Andheri-E,Mumbai - 400 072
|Scheme Name||No. of Shares|
|ICICI Pru Dynamic Plan (G)||6,06,887|
|ICICI Pru Dynamic Plan (G)||6,06,887|
|ICICI Pru Dynamic Plan (G)||6,06,887|
|ICICI Pru Dynamic Plan (G)||6,06,887|
|ICICI Pru MIP 25 (G)||55,409|