BSE: 520155 | NSE: ABGHEAVY | ISIN: INE580C01019
Market Cap: [Rs.Cr.] 188.77 | Face Value: [Rs.] 10
Your Directors have pleasure in presenting the Thirtieth Annual Report on theperformance of your Company and the audited statement of accounts for the financial yearended on March 31, 2014.
The performance of the Company for the financial year ended on March 31, 2014 onstandalone 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 crorevis-a-vis Rs 104.88 crore in the previous year. Your Company has recorded net loss of Rs18.29 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 underreview.
Transfer of Amount to Investor Education and Protection Fund
Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, finaldividend 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 InvestorsEducation and Protection Fund (IEPF).
In terms of Articles of Association of the Company, Mr. Kamlesh Kumar Agarwal, Directorof the Company retires by rotation at the ensuing AGM and being eligible, offers himselffor re-appointment at the ensuing AGM.
The brief resume of Mr. Kamlesh Kumar Agarwal, Director who is to be re-appointed atthe ensuing AGM, nature of his expertise in specific functional areas, names of companiesin which he holds directorship, committee membership/ chairmanship etc., are furnished inthe Annexure to the Notice forming part of the Annual Report.
Pursuant to the notification of Section 149 and other applicable provisions of theCompanies Act, 2013, Mr. H P Prabhu, Mr. R G Govindrajpuram and Mr. Ravishankar Gopalanare proposed to be appointed as Independent Directors for a term of five consecutive yearsstarting from April 1, 2014 and ending on March 31, 2019.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of theListing Agreement.
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, 2014, 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 judgements 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, 2014 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 on March 31, 2014 on agoing concern basis.
Auditors and Auditors Report
M/s. M.M. Chaturvedi & Co, Chartered Accountants, the Statutory Auditors of theCompany retire at the ensuing AGM and are eligible for re-appointment. They have furnisheda certificate regarding their eligibility for re-appointment as Statutory Auditors of theCompany. The Board recommends their re-appointment from the conclusion of the ensuing AGMuntil the conclusion of the next AGM of the Company.
The Notes on Financial Statements referred to in the Auditors Report areself-explanatory and do not call for any further explanation.
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.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI.
The report on corporate governance as stipulated under Clause 49 of the ListingAgreement forms part of the Annual Report.
The requisite certificate from the Auditors of the Company confirming compliance withthe conditions of corporate governance as stipulated under the aforesaid Clause 49, isattached 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 TerminalLimited)
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 SubhashDock (NSD) system of Kolkata Port Trust and is engaged in handling containers at theseberths.
Kandla Container Terminal Private Limited was incorporated for operating theContainer Terminal at Kandla Port on BOT basis. It terminated its contract with KandlaPort Trust vide its letter dated November 9, 2012 due to the failure of Kandla Port Trustin meeting its obligations as per the license agreement. Kandla Port Trust has taken overthe Terminal. The matter is under arbitration.
ALBA Asia Private Limited is operating Mobile Harbour Cranes (MHCs) at NewMangalore and Visakhapatnam ports. The aggregate volume handled by the MHCs atVishakhapatnam was 3.18 million metric tonnes compared to 4.9 million metric tonnes in theprevious year. The aggregate volume handled by the MHCs at New Mangalore was 1.05 milliontonnes compared to 0.8 million in the previous year.
ALBA Marine Private Limited obtained a stevedoring License from V.O. ChidambaranarPort Trust ("VOCPT") for undertaking the stevedoring activities. The Company isfinalising the business model for stevedoring activities at VOCPT and Visakhapatnam PortTrust.
Tuticorin Coal Terminal Private Limited ("TCTPL") has achieved more than80% progress in development of NCB-II berth at Tuticorin. There has been delay incommissioning of project due to pending clearances from Government of India. If allclearances are received, Company will be able to commence operation by first quarter of2015. This terminal will cater to the needs of the thermal power plants in the vicinity ofTuticorin.
West Quay Multiport Private Limited ("WQMPL") signed a 30 year ConcessionAgreement with Visakhapatnam Port Trust, for developing WQ-6 berth for handling the drybulk cargo on DBFOT basis. The Company has already achieved more than 85% progress indeveloping WQ-6 berth. The commercial operation is likely to commence by end of September,2014.
Vizag Agriport Private Limited ("VAPL") signed a 30 year ConcessionAgreement with Visakhapatnam Port Trust, for developing the EQ-7 berth for handling thebulk fertiliser cargo on DBFOT basis. This berth will be one of the largest fullymechanised fertilizer berth in Public Private Partnership in India. The project ispresently under implementation and the commercial operation is likely to commence in 2015.
Haldia Bulk Terminals Private Limited ("HBT") was incorporated foroperating bulk cargo at Haldia Port. Due to breaches of Kolkata Port Trust (KoPT) and itsrenunciation of acting as required under the Agreement, the Company terminated itscontract with KoPT on October 31, 2012. During the year, the Company received relief fromKolkata High Court that it can take out the operating fixed assets from the premises ofKoPT and can deploy them for business purpose at any other location in India. The Companyis exploring the possibility of deploying its assets for generating revenues.
Dakshin Bharat Gateway Terminal Private Ltd. (DBGT) signed a 30 year ConcessionAgreement with the V.O. Chidambaranar Port Trust ("VOCPT") for conversion ofEighth Berth at V.O.Chidambaranar Port at Tuticorin as a Container Terminal on BOT basis.Financial close of the project was achieved on July 8, 2013. The project is presentlyunder implementation. Presently it handles containers using vessel gears till the terminalis 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 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 subsidiaryand will also be hosted on the website of the Company at www. abgworld.com. The annualaccounts of the subsidiary companies will also be kept for inspection by shareholders atthe Registered Office of the Company and that of respective subsidiary companies. TheConsolidated Financial Statements presented by the Company include the financial resultsof 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 theCompanies (Particulars of Employees) Rules, 1975, as amended, the names and otherparticulars 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 AnnualReport 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 ofthe Company.
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|
|Date : May 30, 2014||Kamlesh Kumar Agarwal|
|Place : Mumbai||Chairman|