Directors Report of ABC India Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 52nd Annual Report of the Company together with the Audited
Financial Statements for the financial year ended March 31, 2025.

Particulars	FY 2024-25	FY 2023-24
Turnover	18495.30	16459.37
Other Income	170.85	55.72
Total Revenue	18666.15	16515.09
Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)	595.15	640.61
Interest and other Finance Cost	200.99	221.90
Depreciation & Amortization	136.36	122.44
Profit before Taxation (PBT)	308.17	307.40
Tax including Deferred Tax	61.24	79.10
Profit after Taxation (PAT)	246.93	228.30
Profit /(Loss) brought forward from previous year	1307.09	943.56
Other Comprehensive Income	723.81	162.31
MAT Credit Entitlement Adjustment	-	-
Dividend paid	(27.09)	(27.09)
Profit /(Loss) available for appropriation carried to Balance Sheet	2250.74	1307.09

STATE OF COMPANY''S AFFAIRS AND OPERATIONS

During the year under review, your Company has achieved a Total Revenue of ^ 18666.15 lakhs which is 13.02%
higher over the corresponding previous financial year''s total revenue of ^ 16515.09 lakhs. The Company''s EBIDTA
was ^ 595.15 lakhs as compared with previous year of ^ 640.61 lakhs. The Profit after Tax worked out to ^ 246.93
lakhs as compared to profit in the previous year of ^ 228.30 lakhs.

CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company and the Company continues to focus
on improving its operational efficiencies.

DIVIDEND

Your Board has recommended a dividend of ^ 0.50 (previous year: ^ 0.50) per equity share of ^ 10/- fully paid-
up (i.e. 5% on the paid-up value of equity shares) and will be paid on approval the Members at the 52nd Annual
General Meeting (AGM) of your Company scheduled to be held on 19th September, 2025.

The total outflow on account of dividend from the Company will be ^ 27.09 Lakhs (subject to deduction of TDS as
per Section 194 of the Income Tax Act, 1961).

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the financial year ended 31st March, 2025.
FINANCIAL STATEMENTS

The Financial Statements of your Company have been prepared in accordance with Indian Accounting Standards
(IND-AS) as notified under Section 133 of the Companies Act, 2013 read with the Companies Account Rules, 2014
and Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (herein after referred to as SEBI Listing Regulations, 2015) for the financial year 2024-25 as
applicable to the Company.

The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect
in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of
affairs, profit and cash flow for the year ended 31st March, 2025.

SHARE CAPITAL

There is no change in the authorised, issued, subscribed and paid-up share capital during the financial year under
review.

The Authorised Share Capital of your Company as on 31st March, 2025 stands at ^ 10,00,00,000/- (Rupees Ten
Crores ) divided into 1,00,00,000 Equity Shares of face value of ^ 10/- each.

The Issued, Subscribed and Paid up Share Capital of your Company as on 31st March, 2025 is ^ 5,41,72,320/-
(Rupees Five Crores Forty One lakhs Seventy Two Thousand Three Hundred Twenty) divided into 54,17,232 Equity
Shares of face value ^ 10/- each.

The Company has not issued any equity shares, equity shares with differential rights, Sweat equity shares,
Employees'' Stock Options and did not purchase its own shares. Hence there is no information to be provided as
required under Rule 4 (4), Rule 8 (13), Rule 12 (9) and Rule 16 (4) of the Companies (Share Capital and Debentures)
Rules, 2014 and Section 42 & 62 of the Companies Act, 2013, respectively.

DEPOSITS

Your Company has not accepted any Deposits during the year in terms of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance of Deposits) Rules, 2014.

HUMAN RESOURCES

Your Company envisages its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A
number of programs that provide focused people attention are currently underway. Your Company thrust is on the
promotion of talent internally through job rotation and job enlargement. Your Company has continuously adopted
structures that help attract best external talent and provide internal talent to higher roles and responsibilities.

Your Company has an adequate pool of trained and competent human resources which is highly capable to meet the
challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased
competition, the human resources of the company are able and proved to deliver specialized services of desired
quality meet the competition and to satisfy customer requirements.

i) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 and
Articles of Association of the Company, Mr. Siddarth Kapoor (DIN: 02089141), Director of the Company, retires
by rotation at the ensuing Annual General Meeting and being eligible has offered for his re-appointment.

ii) Appointment & Resignation of Directors:

During the year under review on recommendation of the Nomination and Remuneration Committee, Mrs.
Ishani Ray (DIN: 08800793) and Mrs.Twinkle Agarwal (DIN: 08641698) were appointed as a Non-Executive
Independent Director on the Board of the Company with effect from 1st April, 2024, for a period of 5(five)
consecutive years, not liable to retire by rotation, as specified under the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013, the appointment of Mrs. Ishani Ray
(DIN: 08800793) and Mrs.Twinkle Agarwal (DIN: 08641698) as Non-Executive Independent Director was duly
approved by the Shareholders in the 51st Annual General Meeting of the Company held on 26th September,
2024.

During the year under review, Mr.Vijay Kumar Jain (DIN: 00491871) and Mrs. Rachana Todi (DIN: 00268594)
Non- Executive Independent Director of the Company completed their tenure of 2nd term of 5 consecutive
years on 31st March, 2024 and accordingly they ceased to be an Independent Director of the company with
effect from 1st April, 2024.

In terms of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, and as on the date of this report, the Independent Directors of the Company comprises of
Mrs.Ishani Ray and Mrs.Twinkle Agarwal.

iii) Appointment and Resignation of Whole-time Key Managerial Personnel (KMP):

During the year under review there were no changes in the Whole time Key Managerial Personnel of the
Company. The present Whole time Key Managerial Personnel of the Company are as follows:-

i. Mr. Ashish Agarwal-Managing Director

ii. Mr. Sanjay Agarwal- Chief Financial Officer & Company Secretary

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and
Rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made
necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the
Company''s Code of Conduct policy for the FY 2024-25.

iv) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that:

a. they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

b. they have complied with the Code of Independent directors prescribed under Schedule IV of the
Companies Act, 2013; and

l. mey iidve uuiy regibieieu men ridmeb m me muepenueni uireLiuib udidudms. pui^udni lu ouu-iuie

(1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and
amendments thereto.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3) (c) & 134 (5) of the Companies Act, 2013, your Directors to the best of
their knowledge and ability hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation related to material departures;

2. Appropriate accounting policies had been selected and applied them consistently and judgements and
estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of
affairs of the Company as at 31st March, 2025 and of the profit of the Company for the year ended on 31st
March, 2025;

3. Proper and sufficient care had been taken, for the maintenance of adequate accounting records in accordance
with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;

4. The annual accounts had been prepared on a going concern basis;

5. The Directors had laid down internal financial Controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and

6. Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

Based on the internal financial control framework, audit procedure and compliance system as established and
maintained by the Company, the Board is of the opinion that the Company''s internal financial controls were
adequate and effective during the financial year 2024-25.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

M/s. BDS & CO., Chartered Accountants (Firm Registration No. 326264E) would continue to hold the office
of Auditors till the conclusion of the 54th Annual General Meeting of the Company to be held for the financial
year 2026-27.

The observations, if any, made by the Statutory Auditors in their Auditors Report together with Notes to
Accounts, as append thereto are self-explanatory and hence does not call for any further explanation.

The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

(ii) Cost Auditors:

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the
Audit Committee had re-appointed M/s. Debabrota Banerjee & Associates (Registration No. 001703), Cost
Accountants, as the Cost Auditors of the Company for the financial year 2025-26. The Company has received
consent and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for the
financial year 2025-26.

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such
accounts are made and records have been maintained.

The remuneration payable to the Cost Auditors is required to be ratified by the Shareholders in the ensuing
Annual General Meeting and is therefore accordingly proposed in the Notice convening the AGM as annexed
to this Report.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board of Directors, subject to approval of Shareholders in
the ensuing Annual General Meeting has re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company
Secretary, (Membership No: 3811; CP No: 3982), Peer reviewed, as the Secretarial Auditor to hold the
office of Secretarial Auditors until conclusion of 57th Annual General Meeting of the Company to conduct
the secretarial audit of the Company for a consecutive period of 5 (Five) years effective from financial year
2025-26 till financial year 2029-30. His appointment has been set forth in the Notice convening ensuing Annual
General meeting for approval of the shareholders.

The Company has received consent letter from him, for his re-appointment as the Secretarial Auditor of the
Company from FY 2025-26 to FY 2029-30.

The report of the Secretarial Auditor MR-3 for the financial year 2024-25 is enclosed as ''''Annexure A" to this
Board''s Report.

In respect of the remarks in the report, we would like to clarify that:

i. The Company reiterate that there is no specific mention in the provisions of Section 203 of the Companies
Act, 2013 that needs to appoint separate person in the Office of CFO and Company Secretary. Accordingly,
the Company has appointed and continued the same person in both the position.

ii. The error has been made known to the CSE and the same is in the process of verification for rectification.

iii. The anomaly of non-listing of 400000 shares issued by the Company on Preferential basis and 14870
shares issued in terms of ESOP has been taken up with CSE for listing. Communication in this respect is
awaited from CSE.

The rest of the report is self-explanatory and hence do not call for any further explanation.

(iv) Internal Auditors:

M/s. Agarwal Maheswari & Co., M/s. Heena Akshay Agarwal & Co. and M/s. A. Singhi & Co., Chartered
Accountants continued to be the Internal Auditors of the Company under the provision of Section 138 of the
Companies Act, 2013 for conducting the internal audit of separate divisions of the Company for the financial
year 2025-26.

The Company has received consent letter from them for their re-appointment as the Internal Auditors of the
Company for the financial year 2025-26 and the Board has re-appointed them accordingly.

DETAILS RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The details of remuneration of Directors, Key Managerial Personnel of the Company and other information as
required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 has been annexed as Annexure B to the Directors'' Report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO

Information related to Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange
Earnings and Outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies
(Accounts) Rules, 2014 are as follows:

a. Conservation of Energy: The Company''s operation involves no energy consumption.

b. Technology Absorption:

i. The Company does not have any R & D Division and Company''s Operations does not require this type of
establishment.

ii. Technology absorption, adoption and innovation: The Company has not imported any technology due to
its nature of operation.

c. Foreign exchange Earnings and Outgo

During the year, the total foreign exchange earned was ^ NIL (Previous Year ^ NIL) and the total foreign
exchange used was ^ 62.52 Lakhs (Previous Year ^ 70.82 Lakhs).

INTERNAL AUDIT & CONTROLS

During the year under review, the Company continues to engage Internal Auditors and had implemented their
suggestions and recommendations to improve the control environment. The Internal Auditors scope of work includes
review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness
of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are
discussed and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to
improve efficiency in operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate Internal Financial Control System as required under section 134(5)(e) of the
Companies Act 2013. The system covers all major processes including operations, to ensure reliability of financial
reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical
and efficient use of resources. During the year under review such controls were tested with reference to financial
statements and no reportable material weakness in the formulation or operations were observed.

The Audit Committee periodically reviews and takes suitable measures for any observation or recommendation
suggested by the internal auditors on the efficacy and adequacy of the Internal Financial Control System.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted the code of conduct in terms of the SEBI (Prohibition of Insider Trading) Regulations,
2015, to regulate, monitor and report trading by designated persons and procedures to be followed and disclosures
to be made, while dealing in the securities of the Company, under Regulation 8 of SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Board of Directors of the Company has duly approved and adopted the code of
practices and procedure for fair disclosure of un-published price sensitive information.

The code is applicable to Directors, KMPs, employees, designated person, their relatives and other connected
persons of the Company; the aforesaid code of conduct for prevention of insider trading is duly placed on the
website of the Company at www.abcindia.com.

Pursuant to the internal code of conduct for prevention of insider trading as framed by the Company under SEBI
(Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the trading window closure(s) are

intimated in advance to all the designated person and during the period, Directors, KMPs, employees, designated
person, their relatives and other connected persons of the Company are not permitted to trade in the securities of
the Company.

The Company is maintaining a Structured Digital Database as required under regulation 3(5) of SEBI (Prohibition of
Insider Trading) Regulations, 2015. Also, time to time internal trainings and awareness programmes were conducted
during the year to make the employees familiar with Insider Trading Policy of the Company formulated as per SEBI
(Prohibition of Insider Trading) Regulations, 2015.

DISCLOSURES AS PER APPLICABLE PROVISIONS OF COMPANIES ACT, 2013/LISTING AGREEMENT/ SEBI (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

a. Particulars of contract or arrangements with related parties:

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, prior approval of the Audit Committee is obtained for each transaction as
proposed to be entered into by the Company with its related parties. A prior omnibus approval of the Audit
Committee is obtained on a yearly basis for the transactions which are at arm''s length basis, foreseen and
repetitive in nature. The transactions which are not on arm''s length are simultaneously approved by Audit
Committee and Board. All the related party transactions are reviewed by Audit Committee on quarterly basis.
The necessary disclosures regarding the transactions are given in the notes to accounts.

There was no materially significant related party transactions with the Company''s Promoters, Directors and
others as defined in section 2(76) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015which
may have potential conflict of interest with the Company at large. Details of contracts which are not on arm''s
length basis and material transaction on arm''s length basis are detailed in Form AOC-2 and annexed as
''''Annexure -C" to the Boards'' Report.

The Company has also formulated a policy on dealing with the related party transactions and necessary
approval of the Audit Committee and Board of Directors were taken wherever required in accordance with
the aforesaid policy. The policy on related party transactions as approved by the Board is available on the
Company''s website at www.abcindia.com.

Pursuant to Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, disclosure of transactions of the Company with its Promoter Group Company, holding more
than 10% ( Ten percent ) of Equity Shares in the Company are provided herein below: -

Name of the Promoter Group	Nature of Transaction	(^ in Lakhs)
	Capital Invested	200.50
Assam Bengal Carriers (Partnership Firm)	Capital Withdrawn	169.50
	Dividend Paid	3.68

b. Number of Board Meetings:

During the year under review, the Board of Directors met 4 (Four) times. The Details of the Board meeting and
attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this
Board''s Report.

c. Audit Committee:

The Board has constituted the Audit Committee under the applicable provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee and other details of the Committee are given in the Corporate Governance
Report, attached as Annexure to this Board''s Report.

Recommendation by Audit Committee:

There were no such instances where the recommendation of Audit Committee has not been accepted by the
Board during the financial year under review.

d. Nomination & Remuneration Committee:

The Board has constituted the Nomination & Remuneration Committee under the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee and other details of the Committee are given in the Corporate Governance
Report, attached as Annexure to this Board''s Report.

e. Stakeholder Relationship Committee:

The Board has constituted the Stakeholders Relationship Committee under the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee and other details of the Committee are given in the Corporate Governance
Report, attached as Annexure to this Board''s Report.

f. Extracts of Annual Return:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 and amendments thereof, the Annual Return of the
Company is placed on the website of the company at www.abcindia.com

This Annual Return is subject to such changes / alterations / modifications as may be required to carry out
subsequent to the adoption of the Directors'' Report by the Shareholders at the 52nd Annual general Meeting
and receipt of Certificate from Practicing Company Secretary (PCS) which the Shareholders agree and empower
the Board / Company and a copy of the final Annual Return as may be filed with the Ministry of Corporate
Affairs would be furnished on the website of the Company.

g. Risk Analysis:

The Company has in place a mechanism comprising of regular audits and checks to inform the Board members
about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are
controlled by the executive management. Major risks identified are systematically addressed through risk
mitigation actions on a continuing basis.

h. Loans, Guarantees and Investments:

During the year under review, your Company has invested and deployed its surplus funds in securities which
were within the overall limit of the amount and within the powers of the Board as applicable to the Company
in terms of Section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and
investments are entered in the register maintained by the Company for the purpose.

i. Material changes and commitments, if any, affecting the financial position between the end of the financial
year and date of the report:

There is no material change since the closure of the financial year till the date of the report affecting any
financial position of the Company.

j. Subsidiaries, Associates or Joint Ventures:

Your Company does not have any subsidiaries, associates or joint ventures.

k. Evaluation of the Board''s Performance:

Pursuant to the Provisions of Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation
17 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the board has continued to adopt
formal mechanism for evaluating its own performance as well as that of its Committees and individual
Directors, The exercise has been carried out through a structured evaluation process covering various
aspects of the functioning of the board, such as composition of the Board & Committees, effectiveness of
Board process, information and functioning, experience & competencies, performance of specific duties
& obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of
individual Directors on the basis of questionnaire containing criteria such as level of participation by individual
directors, independent judgement by the director, understanding of the Company''s business, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the director being
evaluated and that of the Non-Independent Directors were carried out by the Independent Directors in their
separate meeting held on 13th February, 2025.

The outcome of the performance evaluation as carried out on the basis of the above mechanism was noted
to be satisfactory and it also reflected the commitment of the Board members and its Committees to the
Company.

l. Nomination, Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination,
Remuneration and Evaluation Policy in compliance with the provisions of the Companies Act, 2013 read with
the Rules made therein and Regulation 19 read with part D of Schedule II of Securities & Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered with
the Stock Exchanges (as amended from time to time). The policy contains, inter-alia, criteria''s for directors''
appointment and remuneration including determining qualifications, positive attributes, independence of a
director, etc. This Policy is formulated to provide a framework and to set standards in relation to the following
and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board''s
Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior
Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

m. Vigil Mechanism (Whistle Blower Policy):

The Company strongly follows the conduct of its affairs in a fair and transparent manner by adoption of high
standards of professionalism, honesty, integrity and ethical behavior and accordingly as per the requirement
of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, your Company has framed its Whistle
Blower Policy to enable all the employees and the directors to report any violation of the Code of Ethics as
stipulated in the said policy.

Directors'' Report (contd.)

By virtue of Whistle Blower Policy, the directors and employees of the Company are encouraged to escalate to
the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the
Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards
of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards
for protection of Directors or employees or any other person who avails the mechanism from reprisals or
victimization, for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company''s website:
www.abcindia.com and also set out in the Corporate Governance Report attached as Annexure to this
Board''s Report.

n. Cost Records & Cost Audit:

Pursuant to Section 148(1) of the Companies Act, 2013 and rules framed thereunder, the Company is required
to maintain cost records as specified by the Central Government and accordingly such accounts are made
and records are maintained. The Board has re-appointed M/s. Debabrota Banerjee & Associates, Cost
Accountants (Registration No. 001703) as the Cost Auditor for the year 2025-26 and has recommended the
remuneration payable to the Cost Auditor for ratification at the ensuing Annual General Meeting.

o. Internal Complaint Committee:

The Company has complied with provisions relating to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

p. Disclosure relating to Material Deviations/Variation:

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there are
no significant material deviations/variances noted in the Company. Further the Company has not made any
Public Issue, Right Issue and Preferential Issue during the year under review.

SECRETARIAL STANDARDS

The Company is compliant with all the mandatory secretarial standards as issued by the Institute of Company
Secretaries of India.

INDUSTRIAL RELATIONS

The Industrial relation during the year 2024-25 had been cordial. The Directors take on record the committed
support received from Vendors & Customers and crucial efforts made by the Senior Management Personnel,
Officers and Staff towards overall growth and development of the Company.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has formulated and adopted an Anti-Sexual
Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All employees (permanent, contractual,
temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no
complaints with allegations of sexual harassment were received by the Company.

COMPANY''S WEBSITE

The website of your Company, www.abcindia.com has been designed to present the Company''s businesses up-front
on the home page. The site carries a comprehensive database of information of all the services rendered including
the Financial Results of your Company, Shareholding pattern, Corporate profile, details of Board Committees,
Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per

the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 has been displayed.

CORPORATE GOVERNANCE

The Company''s Philosophy on Corporate Governance aims to attain the highest level of transparency and
accountability towards safeguarding and adding value to the interests of various stakeholders.

The company has been committed to maintain the highest standards of ethics and governance, resulting in
enhanced transparency for the overall benefit of all stakeholders. The company has implemented all the stipulations
as specified in the Listing Regulations, 2015 and the requirements set out by the Securities and Exchange Board of
India.

Your Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders''
expectations while continuing to comply with the mandatory provisions of Corporate Governance under the
applicable framework of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company has given its deliberations to provide all the information in the Directors Report and the Corporate
Governance Report as per the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Listing Agreement entered by the Company with the Stock Exchanges.

Pursuant to Regulation 34(3) read with Schedule V of The Securities & Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the applicable Regulations as issued by Securities and Exchange
Board of India and as amended from time to time. A report on Corporate Governance along with a certificate
from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding compliance of conditions of Corporate
Governance attached to this report and marked as Annexure -''D & E'' respectively.

The certification by CEO i.e. Managing Director of the Company & CFO as per regulation 15(2)(b) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 is attached and marked as Annexure -''F''.

CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including
Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting
business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other
stakeholders and the same has also been placed on the website of the Company at www.abcindia.com.

All Board Members, KMPs and members of Senior Management have confirmed their compliance with the code
of conduct and pursuant to Regulation 26(3) read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and a declaration signed by Mr. Ashish Agarwal, Managing Director (CEO) to this
effect is given as "Annexure- G" to this Report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Schedule V of The Securities & Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report for the year under
review forms the part of this report and is marked as "Annexure- H".

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company was not required to transfer any dividend which was lying unpaid or unclaimed for a period of seven
years to Investor Education and Protection Fund (IEPF).

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are presently listed at BSE Ltd. and The Calcutta Stock Exchange Ltd. The Company is
registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company
has paid the Annual Listing Fees to BSE & CSE and Custodian fees to the depositories. The Company had applied for
delisting of shares from CSE and the same is pending due to non-listing of 400000 shares issued by the Company on
Preferential basis and 14870 shares issued in terms of ESOP as per CSE though the same are already listed with BSE.
The anomaly has been taken up with CSE and the course of compliance for listing is in the process.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There has been no significant & material order passed by the Regulators/ Courts/ Tribunals impacting the going
concern status and Company''s operations in future.

CAUTIONARY NOTE

The statements forming part of the Directors'' Report may contain certain forward looking statements within the
meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances
or achievements of the Company to be materially different from any future results, performances or achievements
that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENT

Your Directors would like to express their earnest appreciation for the assistance and co-operation received by
the Company from its various stakeholders, Financial Institutions, Banks, Government Authorities and all the
employees at its various divisions. Your Directors also acknowledge with gratitude the encouragement and support
extended by our valued shareholders. Your Directors wish to place on record their deep sense of appreciation to all
the employees at all levels for their committed services, exemplary professionalism and enthusiastic contribution
during the year.

By Order of the Board of Directors
For ABC INDIA LIMITED

Ashish Agarwal Siddarth Kapoor

Place: Kolkata Managing Director Director

Date: 13-08-2025 DIN: 00351824 DIN: 02089141

---

Mar 31, 2024

Your Directors take pleasure in presenting the 51^st Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS ('' In Lakhs)

Particulars	FY 2023-24	FY 2022-23
Turnover	16459.37	14517.19
Other Income	55.72	54.16
Total Revenue	16515.09	14571.35
Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)	640.61	529.93
Interest and other Finance Cost	221.90	210.33
Depreciation & Amortization	122.44	114.48
Profit before Taxation (PBT)	307.40	388.92
Tax including Deferred Tax	79.10	(33.02)
Profit after Taxation (PAT)	228.30	421.94
Profit /(Loss) brought forward from previous year	943.56	527.24
Other Comprehensive Income	162.31	21.47
MAT Credit Entitlement Adjustment	-	-
Dividend paid	(27.09)	(27.09)
Profit /(Loss) available for appropriation carried to Balance Sheet	1307.09	943.56

STATE OF COMPANY''S AFFAIRS AND OPERATIONS

During the year under review, your Company has achieved a Total Revenue of ''16515.09 lakhs which is 13.34% higher over the corresponding previous financial year''s total revenue of ''14571.35 lakhs. The Company''s EBIDTA was ''640.61 lakhs as compared with previous year of ''529.93 lakhs. The Profit after Tax worked out to ''228.30 lakhs as compared to profit in the previous year of ''421.94 lakhs.

CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company and the Company continues to focus on improving its operational efficiencies.

DIVIDEND

Your Board has recommended a dividend of ''0.50 (previous year: ''0.50) per equity share of ''10/- fully paid-up (i.e. 5% on the paid-up value of equity shares). The proposal is subject to the approval of the Members at the 51^st Annual General Meeting (AGM) of your Company scheduled to be held on 26^th September, 2024.

The total outflow on account of dividend from the Company will be ''27.08 Lakhs (subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961).

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the financial year ended 31^st March, 2024. FINANCIAL STATEMENTS

The Financial Statements of your Company have been prepared in accordance with Indian Accounting Standards (IND-AS) as notified under Section 133 of the Companies Act, 2013 read with the Companies Account Rules, 2014 and Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as SEBI Listing Regulations, 2015) for the financial year 2023-24 as applicable to the Company.

The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profit and cash flow for the year ended 31^st March, 2024.

SHARE CAPITAL

There is no change in the authorised, issued, subscribed and paid-up share capital during the financial year under review.

The Authorised Share Capital of your Company as on 31^st March, 2024 stands at ''10,00,00,000/- (Rupees Ten Crores) divided into 1,00,00,000 Equity Shares of face value of ''10/- each.

The Issued, Subscribed and Paid up Share Capital of your Company as on 31^st March, 2024 is ''5,41,72,320/- (Rupees Five Crores Forty One lakhs Seventy Two Thousand Three Hundred Twenty) divided into 54,17,232 Equity Shares of face value ''10/- each.

The Company has not issued any equity shares, equity shares with differential rights, Sweat equity shares, Employees'' Stock Options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4 (4), Rule 8 (13), Rule 12 (9) and Rule 16 (4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 42 & 62 of the Companies Act, 2013, respectively.

DEPOSITS

Your Company has not accepted any Deposits during the year in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

HUMAN RESOURCES

Your Company envisages its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. Your Company has continuously adopted structures that help attract best external talent and provide internal talent to higher roles and responsibilities.

Your Company has an adequate pool of trained and competent human resources which is highly capable to meet the challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased competition, the human resources of the company are able and proved to deliver specialized services of desired quality meet the competition and to satisfy customer requirements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 and Articles of Association of the Company, Mr. Siddarth Kapoor (DIN: 02089141), Director of the Company,

retires by rotation at the ensuing Annual General Meeting and being eligible has offered for his reappointment.

ii) Appointment & Resignation of Directors:

During the year under review, there were no changes in the Composition of Directors.

iii) Appointment and Resignation of Whole-time Key Managerial Personnel (KMP):

During the year under review there were no changes in the Whole time Key Managerial Personnel of the Company. The present Whole time Key Managerial Personnel of the Company are as follows:-

i. Mr. Ashish Agarwal - Managing Director

ii. Mr. Sanjay Agarwal - Chief Financial Officer & Company Secretary

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and Rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Company''s Code of Conduct policy for the FY 2023-24.

iv) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that:

a. they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

b. they have complied with the Code of Independent directors prescribed under Schedule IV of the Companies Act, 2013; and

c. they have duly registered their names in the Independent Directors'' Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3) (c) & 134 (5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;

2. Appropriate accounting policies had been selected and applied them consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on 31st March, 2024;

3. Proper and sufficient care had been taken, for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts had been prepared on a going concern basis;

5. The Directors had laid down internal financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the internal financial control framework, audit procedure and compliance system as established and maintained by the Company, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

M/s. BDS & CO., Chartered Accountants (Firm Registration No. 326264E) would continue to hold the office of Auditors till the conclusion of the 54th Annual General Meeting of the Company to be held for the financial year 2026-27.

The observations, if any, made by the Statutory Auditors in their Auditors Report together with Notes to Accounts, as append thereto are self-explanatory and hence does not call for any further explanation.

The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

(ii) Cost Auditors:

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had re-appointed M/s. Debabrota Banerjee & Associates (Registration No. 001703),

Cost Accountants, as the Cost Auditors of the Company for the financial year 2024-25. The Company has received consent and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for the financial year 2024-25.

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained.

The remuneration payable to the Cost Auditors is required to be ratified by the Shareholders in the ensuing Annual General Meeting and is therefore accordingly proposed in the Notice convening the AGM as annexed to this Report.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had reappointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, (Membership No: 3811; CP No: 3982), Peer reviewed, as the Secretarial Auditor to conduct secretarial audit of the Company for FY 2024-25.

The Company has received consent letter from him, for his re-appointment as the Secretarial Auditor of the Company for FY 2024-25.

The report of the Secretarial Auditor MR-3 for the financial year 2023-24 is enclosed as "Annexure A" to this Board''s Report.

In respect of the remarks in the report, we would like to clarify that:

i. The Company reiterate that there is no specific mention in the provisions of Section 203 of the Companies Act, 2013 that needs to appoint separate person in the Office of CFO and Company

Secretary. Accordingly, the Company has appointed and continued the same person in both the position.

ii. The error has been made known to the CSE and the same is in the process of verification for rectification.

iii. The anomaly of non-listing of 400000 shares issued by the Company on Preferential basis and 14870 shares issued in terms of ESOP has been taken up with CSE for listing. Communication in this respect is awaited from CSE.

iv. Delayed in 3 cases of transmission was done inadvertently by our RTA M/s. MCS Share Transfer Agent Ltd.

The rest of the report is self-explanatory and hence do not call for any further explanation.

(iv) Internal Auditors:

M/s. Agarwal Maheswari & Co., M/s. Heena Akshay Agarwal & Co. and M/s. A. Singhi & Co., Chartered Accountants continued to be the Internal Auditors of the Company under the provision of Section 138 of the Companies Act, 2013 for conducting the internal audit of separate divisions of the Company for the financial year 2024-25.

The Company has received consent letter from them for their re-appointment as the Internal Auditors of the Company for the financial year 2024-25 and the Board has re-appointed them accordingly.

DETAILS RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The details of remuneration of Directors, Key Managerial Personnel of the Company and other information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed as Annexure B to the Directors'' Report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are as follows:

a. Conservation of Energy: The Company''s operation involves no energy consumption.

b. Technology Absorption:

i. The Company does not have any R & D Division and Company''s Operations does not require this type of establishment.

ii. Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.

c. Foreign exchange Earnings and Outgo:

During the year, the total foreign exchange earned was ''NIL (Previous Year ''1.94 Lakhs) and the total foreign exchange used was ''70.82 Lakhs (Previous Year ''225.99 Lakhs).

INTERNAL AUDIT & CONTROLS

During the year under review, the Company continues to engage Internal Auditors and had implemented their suggestions and recommendations to improve the control environment. The Internal Auditors scope of work includes

review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate Internal Financial Control System as required under section 134(5)(e) of the Companies Act, 2013. The system covers all major processes including operations, to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. During the year under review such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed.

The Audit Committee periodically reviews and takes suitable measures for any observation or recommendation suggested by the internal auditors on the efficacy and adequacy of the Internal Financial Control System.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted the code of conduct in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, to regulate, monitor and report trading by designated persons and procedures to be followed and disclosures to be made, while dealing in the securities of the Company, under Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of un-published price sensitive information.

The code is applicable to Directors, KMPs, employees, designated person, their relatives and other connected persons of the Company; the aforesaid code of conduct for prevention of insider trading is duly placed on the website of the Company at www.abcindia.com.

Pursuant to the internal code of conduct for prevention of insider trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the trading window closure(s) are intimated in advance to all the designated person and during the period, Directors, KMPs, employees, designated person, their relatives and other connected persons of the Company are not permitted to trade in the securities of the Company.

The Company is maintaining a Structured Digital Database as required under regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Also, time to time internal trainings and awareness programmes were conducted during the year to make the employees familiar with Insider Trading Policy of the Company formulated as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

DISCLOSURES AS PER APPLICABLE PROVISIONS OF COMPANIES ACT, 2013/ LISTING AGREEMENT/ SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

a. Particulars of contract or arrangements with related parties:

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the Audit Committee is obtained for each transaction as proposed to be entered into by the Company with its related parties. A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are at arms length basis, foreseen and repetitive in nature. The transactions which are not on arms length are simultaneously approved by Audit Committee and Board. All the related party transactions are reviewed by Audit Committee on quarterly basis. The necessary disclosures regarding the transactions are given in the notes to accounts.

There was no materially significant related party transactions with the Company''s Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 which may have potential conflict of interest with the Company at large. Details of contracts which are not on arm''s length basis and material transaction on arm''s length basis are detailed in Form AOC-2 and annexed as "Annexure -C" to the Boards'' Report.

The Company has also formulated a policy on dealing with the related party transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the aforesaid policy. The policy on related party transactions as approved by the Board is available on the Company''s website at www.abcindia.com.

Pursuant to Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosure of transactions of the Company with its Promoter Group Company, holding more than 10% ( Ten percent ) of Equity Shares in the Company are provided herein below: -

Name of the Promoter Group	Nature of Transaction	('' in Lakhs)
Assam Bengal Carriers (Partnership Firm)	Capital Invested	247.51
	Capital Withdrawn	326.83
	Dividend Paid	3.68

b. Number of Board Meetings:

During the year under review, the Board of Directors met 5 (Five) times. The Details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Board''s Report.

c. Audit Committee:

The Board has constituted the Audit Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee and other details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.

Recommendation by Audit Committee:

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.

d. Nomination & Remuneration Committee:

The Board has constituted the Nomination & Remuneration Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee and other details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.

e. Stakeholder Relationship Committee:

The Board has constituted the Stakeholders Relationship Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee and other details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.

f. Extracts of Annual Return:

Pursuant to Section 134(3)(a) of the Companies Act, 2013 and amendments thereof, the Annual Return of the Company is placed on the website of the company at www.abcindia.com.

This Annual Return is subject to such changes / alterations / modifications as may be required to carry out subsequent to the adoption of the Directors'' Report by the Shareholders at the 51st Annual general Meeting and receipt of Certificate from Practicing Company Secretary (PCS) which the Shareholders agree and empower the Board / Company and a copy of the final Annual Return as may be filed with the Ministry of Corporate Affairs would be furnished on the website of the Company.

g. Risk Analysis:

The Company has in place a mechanism comprising of regular audits and checks to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management. Major risks identified are systematically addressed through risk mitigation actions on a continuing basis.

h. Loans, Guarantees and Investments:

During the year under review, your Company has invested and deployed its surplus funds in securities which were within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of Section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose.

i. Material changes and commitments, if any, affecting the financial position between the end of the financial year and date of the report:

There is no material change since the closure of the financial year till the date of the report affecting any financial position of the Company.

j. Subsidiaries, Associates or Joint Ventures:

Your Company does not have any subsidiaries, associates or joint ventures.

k. Evaluation of the Board''s Performance:

Pursuant to the Provisions of Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation 17 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the board has continued to adopt formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors, The exercise has been carried out through a structured evaluation process covering various aspects of the functioning of the board, such as composition of the Board & Committees, effectiveness of Board process, information and functioning, experience & competencies, performance of specific duties & obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors on the basis of questionnaire containing criteria such as level of participation by individual directors, independent judgement by the director, understanding of the Company''s business, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated and that of the Non-Independent Directors were carried out by the Independent Directors in their separate meeting held on 13^th February, 2024.

The outcome of the performance evaluation as carried out on the basis of the above mechanism was noted to be satisfactory and it also reflected the commitment of the Board members and its Committees to the Company.

l. Nomination, Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and Regulation 19 read with part D of Schedule II of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered with the Stock Exchanges (as amended from time to time). The policy contains, inter-alia, criteria''s for directors'' appointment and remuneration including determining qualifications, positive attributes, independence of a director, etc. This Policy is formulated to provide a framework and to set standards in relation to the following and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board''s Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

m. Vigil Mechanism (Whistle Blower Policy):

The Company strongly follows the conduct of its affairs in a fair and transparent manner by adoption of high standards of professionalism, honesty, integrity and ethical behavior and accordingly as per the requirement of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, your Company has framed its Whistle Blower Policy to enable all the employees and the directors to report any violation of the Code of Ethics as stipulated in the said policy.

By virtue of Whistle Blower Policy, the directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company''s website: www.abcindia.com and also set out in the Corporate Governance Report attached as Annexure to this Board''s Report.

n. Cost Records & Cost Audit:

Pursuant to Section 148(1)of the Companies Act, 2013 and rules framed thereunder, the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts are made and records are maintained. The Board has re-appointed M/s. Debabrota Banerjee & Associates, Cost Accountants (Registration No. 001703) as the Cost Auditor for the year 2024-25 and has recommended the remuneration payable to the Cost Auditor for ratification at the ensuing Annual General Meeting.

o. Internal Complaint Committee:

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

p. Disclosure relating to Material Deviations/Variation:

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there are no significant material deviations/variances noted in the Company. Further the Company has not made any Public Issue, Right Issue and Preferential Issue during the year under review.

SECRETARIAL STANDARDS

The Company is compliant with all the mandatory secretarial standards as issued by the Institute of Company Secretaries of India.

INDUSTRIAL RELATIONS

The Industrial relation during the year 2023-24 had been cordial. The Directors take on record the committed support received from Vendors & Customers and crucial efforts made by the Senior Management Personnel, Officers and Staff towards overall growth and development of the Company.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has formulated and adopted an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were received by the Company.

COMPANY''S WEBSITE

The website of your Company, www.abcindia.com has been designed to present the Company''s businesses up-front on the home page. The site carries a comprehensive database of information of all the services rendered including the Financial Results of your Company, Shareholding pattern, Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been displayed.

CORPORATE GOVERNANCE

The Company''s Philosophy on Corporate Governance aims to attain the highest level of transparency and accountability towards safeguarding and adding value to the interests of various stakeholders.

The company has been committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the overall benefit of all stakeholders. The company has implemented all the stipulations as specified in the Listing Regulations, 2015 and the requirements set out by the Securities and Exchange Board of India.

Your Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company has given its deliberations to provide all the information in the Directors Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing Agreement entered by the Company with the Stock Exchanges.

Pursuant to Regulation 34(3) read with Schedule V of The Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the applicable Regulations as issued by Securities and Exchange Board of India and as amended from time to time. A report on Corporate Governance along with a certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding compliance of conditions of Corporate Governance attached to this report and marked as Annexure -''D & E'' respectively.

The certification by CEO i.e. Managing Director of the Company & CFO as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is attached and marked as Annexure -''F''.

CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders and the same has also been placed on the website of the Company at www.abcindia.com.

All Board Members, KMPs and members of Senior Management have confirmed their compliance with the code of conduct and pursuant to Regulation 26(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a declaration signed by Mr. Ashish Agarwal, Managing Director (CEO) to this effect is given as "Annexure-G" to this Report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Schedule V of The Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report for the year under review forms the part of this report and is marked as "Annexure-H".

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company was not required to transfer any dividend which was lying unpaid or unclaimed for a period of seven years to Investor Education and Protection Fund (IEPF).

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are presently listed at BSE Ltd. and The Calcutta Stock Exchange Ltd. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid the Annual Listing Fees to BSE & CSE and Custodian fees to the depositories. The Company had applied for delisting of shares from CSE and the same is pending due to non-listing of 400000 shares issued by the Company on Preferential basis and 14870 shares issued in terms of ESOP as per CSE though the same are already listed with BSE. The anomaly has been taken up with CSE and the course of compliance for listing is in the process.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There has been no significant & material order passed by the Regulators/Courts/Tribunals impacting the going concern status and Company''s operations in future.

CAUTIONARY NOTE

The statements forming part of the Directors'' Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENT

Your Directors would like to express their earnest appreciation for the assistance and co-operation received by the Company from its various stakeholders, Financial Institutions, Banks, Government Authorities and all the employees at its various divisions. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders.Your Directors wish to place on record their deep sense of appreciation to all the employees at all levels for their committed services, exemplary professionalism and enthusiastic contribution during the year.

By Order of the Board of Directors For ABC INDIA LIMITED

Ashish Agarwal Siddarth Kapoor

^P|ace: K°lk^ata Managing Director Director

Date: 13^th August, 2024 DIN: 00351824 DIN: 02089141

---

Mar 31, 2023

Your Directors take pleasure in presenting the 50^th Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS (? In Lakhs)

Particulars	FY 2022-23	FY 2021-22
Turnover	14517.19	13477.46
Other Income	72.13	69.68
Total Revenue	14589.32	13547.15
Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)	731.70	605.79
Interest and other Finance Cost	210.33	214.48
Depreciation & Amortization	114.48	105.92
Profit before Taxation (PBT)	406.89	285.39
Tax including Deferred Tax	(18.90)	11.97
Profit after Taxation (PAT)	425.79	273.42
Profit/(Loss) brought forward from previous year	527.24	230.20
Other Comprehensive Income	17.62	50.70
MAT Credit Entitlement Adjustment	-	-
Dividend paid	(27.08)	(27.08)
Profit/(Loss) available for appropriation carried to Balance Sheet	943.57	527.24

STATE OF COMPANY''S AFFAIRS AND OPERATIONS

During the year under review, your Company has achieved a Total Revenue of ? 14589.32 lakhs which is 7.69% Higher over the corresponding previous financial year''s total revenue of ? 13547.15 lakhs. The Company''s EBIDTA was ? 731.70 lakhs as compared with previous year of ? 605.79 lakhs. The Profit after Tax worked out to ? 425.79 lakhs as compared to profit in the previous year of ? 273.42 lakhs.

CHANGE IN NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company and the Company continues to focus on improving its operational efficiencies.

DIVIDEND

Your Board has recommended a dividend of? 0.50 (previous year: ? 0.50) per equity share of ? 10/- fully paid-up (i.e. 5% on the paid-up value of equity shares). The proposal is subject to the approval of the Members at the 50^th Annual General Meeting (AGM) of your Company scheduled to be held on 25^th September, 2023.

The total outflow on account of dividend from the Company will be ? 27.08 lakhs, (subject to deduction of TDS as per Section 194 of the Income Tax Act, 1961).

The dividend pay out is in the line with the dividend distribution policy as adopted by the Company. Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the Company has in place a Dividend Distribution Policy and the same is also available on the Company''s website www.abcindia.com

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the financial year ended 31^s* March, 2023.

FINANCIAL STATEMENTS

The Financial Statements of your Company have been prepared in accordance with Indian Accounting Standards (IND-AS) as notified under Section 133 of the Companies Act, 2013 read with the Companies Account Rules, 2014 and Regulation 48 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as SEBI Listing Regulations, 2015) for the financial year 2022-23 as applicable to the Company.

The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profit and cash flow for the year ended 31^st March, 2023.

SHARE CAPITAL

There is no change in the authorised, issued, subscribed and paid-up share capital during the financial year under review.

The Authorised Share Capital of your Company as on 31^st March, 2023 stands at f 10,00,00,000/- (Rupees Ten Crores ) divided into 1,00,00,000 Equity Shares of face value of ? 10/- each.

The Issued, Subscribed and Paid up Share Capital of your Company as on 31^st March, 2023 is ? 5,41,72,320/- (Rupees Five Crores Forty One lakhs Seventy Two Thousand Three Hundred Twenty) divided into 54,17,232 Equity Shares of face value ? 10/- each.

The Company has not issued any equity shares, equity shares with differential rights, Sweat equity shares, Employees'' Stock Options and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4 (4), Rule 8 (13), Rule 12 (9) and Rule 16 (4) of the Companies (Share Capital and Debentures) Rules, 2014 and Section 42 & 62 of the Companies Act, 2013, respectively.

DEPOSITS

Your Company has not accepted any Deposits during the year in terms of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

HUMAN RESOURCES

Your Company envisages its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. Your Company has continuously adopted structures that help attract best external talent and provide internal talent to higher roles and responsibilities.

Your Company has an adequate pool of trained and competent human resources which is highly capable to meet the challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased competition, the human resources of the company are able and proved to deliver specialized services of desired quality meet the competition and to satisfy customer requirements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 and Articles of Association of the Company, Mr. Siddarth Kapoor (DIN: 02089141), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered for his re-appointment.

ii) Appointment & Resignation of Directors:

During the year under review, there were no changes in the Changes in the Composition of Directors.

iii) Appointment and Resignation of Whole-time Key Managerial Personnel (KMP):

During the year under review there were no changes in the Whole time Key Managerial Personnel of the Company. The present Whole time Key Managerial Personnel of the Company are as follows:-

i. Mr. Ashish Agarwal-Managing Director

ii. Mr. Sanjay Agarwal- Chief Financial Officer & Company Secretary

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013 and Rules made thereunder or any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013.

All members of the Board of Directors and senior management personnel affirmed compliance with the Company''s Code of Conduct policy for the FY 2022-23.

iv) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that:

a. they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

b. they have complied with the Code of Independent directors prescribed under Schedule IV of the Companies Act, 2013; and

c. they have duly registered their names in the Independent Directors'' Databank pursuant to Sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and amendments thereto.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3) (c) & 134 (5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;

2. Appropriate accounting policies had been selected and applied them consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company for the year ended on 31^st March, 2023;

3. Proper and sufficient care had been taken, for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts had been prepared on a going concern basis;

5. The Directors had laid down internal financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the internal financial control framework, audit procedure and compliance system as established and maintained by the Company, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2022-23.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

M/s. BDS & CO., Chartered Accountants (Firm Registration No. 326264E) were re-appointed as the Statutory Auditors of the Company at the 49^th Annual General Meeting of the Company held on 28^th September, 2022 for a further period of 5 (Five) years and would hold the office of Auditors till the conclusion of the 54^th Annual General Meeting of the Company to be held for the financial year 2026-27.

The observations, if any, made by the Statutory Auditors in their Auditors Report together with Notes to Accounts, as append thereto are self-explanatory and hence does not call for any further explanation.

The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

(ii) Cost Auditors:

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had re-appointed M/s. Debabrota Banerjee & Associates (Registration No. 001703),

Cost Accountants, as the Cost Auditors of the Company for the financial year 2023-24. The Company has received consent and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for the financial year 2023-24.

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained.

The remuneration payable to the Cost Auditors is required to be ratified by the Shareholders in the ensuing Annual General Meeting and is therefore accordingly proposed in the Notice convening the AGM as annexed to this Report.

(iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, ( Membership No: 3811; CP No: 3982), Peer reviewed, as the Secretarial Auditor to conduct secretarial audit of the Company for FY 2023-24.

The Company has received consent letter from him, for his re-appointment as the Secretarial Auditor of the Company for FY 2023-24.

The report of the Secretarial Auditor MR-3 for the financial year 2022-23 is enclosed as "Annexure A" to this Board''s Report.

In respect of the remarks in the report, we would like to clarify that:

i. The Company reiterate that there is no specific mention in the provisions of Section 203 of the Companies Act, 2013 that needs to appoint separate person in the Office of CFO and Company Secretary. Accordingly, the Company has appointed and continued the same person in both the position.

ii. The error has been made known to the CSE and the same is in the process of verification for rectification.

iii. The anomaly of non listing of 400000 shares issued by the Company on Preferential basis and 14870 shares issued in terms of ESOP has been taken up with CSE for listing. Communication in this respect is awaited from CSE.

The rest of the report is self-explanatory and hence do not call for any further explanation.

(iv) Internal Auditors:

M/s. Agarwal Maheswari & Co., M/s. Heena Akshay Agarwal & Co, and M/s. A. Singhi & Co., Chartered Accountants continued to be the Internal Auditors of the Company under the provision of Section 138 of the Companies Act, 2013 for conducting the internal audit of separate divisions of the Company for the financial year 2023-24.

The Company has received consent letter from them for their re-appointment as the Internal Auditors of the Company for the financial year 2023-24 and the Board has re-appointed them accordingly.

DETAILS RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The details of remuneration of Directors, Key Managerial Personnel of the Company and other information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed as Annexure Bto the Directors'' Report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to Conservation of Energy, Research & Development, Technology Absorption, Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are as follows:

a. Conservation of Energy: The Company''s operation involves no energy consumption.

b. Technology Absorption:

i. The Company does not have any R & D Division and Company''s Operations does not require this type of establishment.

ii. Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.

c. Foreign exchange Earnings and Outgo:

During the year, the total foreign exchange earned was ? 1.94 lakhs (Previous Year ? 17.47 lakhs) and the total foreign exchange used was t 225.99 lakhs (Previous Year t 854.46 lakhs).

INTERNAL AUDIT & CONTROLS

During the year under review, the Company continues to engage Internal Auditors and had implemented their suggestions and recommendations to improve the control environment. The Internal Auditors scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate Internal Financial Control System as required under section 134(5)(e) of the Act. The system covers all major processes including operations, to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. During the year under review such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed.

The Audit Committee periodically reviews and takes suitable measures for any observation or recommendation suggested by the internal auditors on the efficacy and adequacy of the Internal Financial Control System.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted the code of conduct in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, to regulate, monitor and report trading by designated persons and procedures to be followed and disclosures to be made, while dealing in the securities of the Company, under Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Board of Directors of the Company has duly approved and adopted the code of practices and procedure for fair disclosure of un-published price sensitive information.

The code is applicable to Directors, KMPs, employees, designated person, their relatives and other connected persons of the Company; the aforesaid code of conduct for prevention of insider trading is duly placed on the website of the Company at www.abcindia.com.

Pursuant to the internal code of conduct for prevention of insider trading as framed by the Company under SEBI (Prohibition of Insider Trading) Regulations, 2015 (as amended from time to time), the trading window closure(s) are intimated in advance to all the designated person and during the period, Directors, KMPs, employees, designated person, their relatives and other connected persons of the Company are not permitted to trade in the securities of the Company.

The Company is maintaining a Structured Digital Database as required under regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015. Also, time to time internal trainings and awareness programmes were conducted during the year to make the employees familiar with Insider Trading Policy of the Company formulated as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

DISCLOSURES AS PER APPLICABLE PROVISIONS OF COMPANIES ACT, 2013/LISTING AGREEMENT/ SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

a. Particulars of contract or arrangements with related parties

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, prior approval of the Audit Committee is obtained for each transaction as proposed to be entered into by the Company with its related parties. A prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are at arm''s length basis, foreseen and repetitive in nature. The transactions which are not on arm''s length are simultaneously approved by Audit Committee and Board. All the related party transactions are reviewed by Audit Committee on quarterly basis. The necessary disclosures regarding the transactions are given in the notes to accounts.

There was no materially significant related party transactions with the Company''s Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 which may have potential conflict of interest with the Company at large. Details of contracts which are not on arm''s length basis and material transaction on arm''s length basis are detailed in Form AOC-2 and annexed as "Annexure -C" to the Boards'' Report.

The Company has also formulated a policy on dealing with the related party transactions and necessary approval of the Audit Committee and Board of Directors were taken wherever required in accordance with the aforesaid policy. The policy on related party transactions as approved by the Board is available on the Company''s website at www.abcindia.com.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosure of transactions of the Company with its PromoterGroup Company, holding more than 10% ( Ten percent) of Equity Shares in the Company are provided herein below: -

Name of the Promoter Group	Nature of Transaction	(^ in Lakhs)
Assam Bengal Carriers (Partnership Firm)	Capital Invested	277.22
	Capital Withdrawn	136.00
	Dividend Paid	3.68

b. Number of Board Meetings:

During the year under review, the Board of Directors met 4 (Four) times. The Details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Board''s Report.

c. Audit Committee:

The Board has constituted the Audit Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee and other details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.

Recommendation by Audit Committee:

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.

d. Nomination & Remuneration Committee:

The Board has constituted the Nomination & Remuneration Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee and other details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.

e. Stakeholder Relationship Committee:

The Board has constituted the Stakeholders Relationship Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Composition of the Committee and other details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board''s Report.

/. Extracts of Annual Return:

Pursuant to Section 134(3) (a) of the Companies Act, 2013 and amendments thereof, the Annual Return of the Company is placed on the website of the company at www.abdndia.com.

This Annual Return is subject to such changes / alterations / modifications as may be required to carry out subsequent to the adoption of the Directors'' Report by the Shareholders at the 50^th Annual general Meeting and receipt of Certificate from Practicing Company Secretary (PCS) which the Shareholders agree and empower the Board / Company and a copy of the final Annual Return as may be filed with the Ministry of Corporate Affairs would be furnished on the website of the Company.

g. Risk Analysis:

The Company has in place a mechanism comprising of regular audits and checks to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management. Major risks identified are systematically addressed through risk mitigation actions on a continuing basis.

h. Loans, Guarantees and Investments:

During the year under review, your Company has invested and deployed its surplus funds in securities which were within the overall limit of the amount and within the powers of the Board as applicable to the Company in terms of Section 179 and 186 of the Companies Act, 2013. The particulars of all such loans, guarantees and investments are entered in the register maintained by the Company for the purpose.

i. Material changes and commitments, if any, affecting the financial position between the end of the financial year and date of the report:

There is no material change since the closure of the financial year till the date of the report affecting any financial position of the Company.

j. Subsidiaries, Associates or Joint Ventures:

Your Company does not have any subsidiaries, associates or joint ventures.

k. Evaluation of the Board''s Performance:

Pursuant to the Provisions of Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation 17 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the board has continued to adopt formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors, The exercise has been carried out through a structured evaluation process covering various aspects of the functioning of the board, such as composition of the Board & Committees, effectiveness of Board process, information and functioning, experience & competencies, performance of specific duties & obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors on the basis of questionnaire containing criteria such as level of participation by individual directors, independent judgement by the director, understanding of the Company''s business, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated and that of the Non-Independent Directors were carried out by the Independent Directors in their separate meeting held on 8^th February, 2023.

The outcome of the performance evaluation as carried out on the basis of the above mechanism was noted to be satisfactory and it also reflected the commitment of the Board members and its Committees to the Company.

l. Nomination, Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and Regulation 19 read with part D of Schedule II of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered with the Stock Exchanges (as amended from time to time). The policy contains, inter-alia, criteria''s for directors'' appointment and remuneration including determining qualifications, positive attributes, independence of a director, etc. This Policy is formulated to provide a framework and to set standards in relation to the following and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board''s Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

m. Vigil Mechanism (Whistle Blower Policy):

The Company strongly follows the conduct of its affairs in a fair and transparent manner by adoption of high standards of professionalism, honesty, integrity and ethical behavior and accordingly as per the requirement of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, your Company has framed its Whistle Blower Policy to enable all the employees and the directors to report any violation of the Code of Ethics as stipulated in the said policy.

By virtue of Whistle Blower Policy, the directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company''s website: www.abcindia.com and also set out in the Corporate Governance Report attached as Annexure to this Board''s Report.

n. Cost Records & Cost Audit:

Pursuantto Section 148(1) of the Companies Act, 2013 and rules framed thereunder, the Company is required to maintain cost records as specified by the Central Government and accordingly such accounts are made and records are maintained. The Board has re-appointed M/s. Debabrota Banerjee & Associates, Cost Accountants (Registration No. 001703) as the Cost Auditor for the year 2023-24 and has recommended the remuneration payable to the Cost Auditor for ratification at the ensuing Annual General Meeting.

o. Internal Complaint Committee:

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

p. Disclosure relating to Material Deviations/Variation:

As per Regulation 32(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there are no significant material deviations/variances noted in the Company. Further the Company has not made any Public Issue, Right Issue and Preferential Issue during the year under review.

SECRETARIAL STANDARDS

The Company is compliant with all the mandatory secretarial standards as issued by the Institute of Company Secretaries of India.

INDUSTRIAL RELATIONS

The Industrial relation during the year 2022-23 had been cordial. The Directors take on record the committed support received from Vendors & Customers and crucial efforts made by the Senior Management Personnel, Officers and Staff towards overall growth and development of the Company.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has formulated and adopted an AntiSexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were received by the Company.

COMPANY''S WEBSITE

The website of your Company, www.abcindia.com has been designed to present the Company''s businesses up-front on the home page. The site carries a comprehensive database of information of all the services rendered including the Financial Results of your Company, Shareholding pattern. Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been displayed.

CORPORATE GOVERNANCE

The Company''s Philosophy on Corporate Governance aims to attain the highest level of transparency and accountability towards safeguarding and adding value to the interests of various stakeholders.

The company has been committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the overall benefit of all stakeholders. The company has implemented all the stipulations as specified in the Listing Regulations, 2015 and the requirements set out by the Securities and Exchange Board of India.

Your Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company has given its deliberations to provide all the information in the Directors Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing Agreement entered by the Company with the Stock Exchanges.

Pursuant to Regulation 34(3) read with Schedule V of The Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the applicable Regulations as issued by Securities and Exchange Board of India and as amended from time to time. A report on Corporate Governance along with a certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding compliance of conditions of Corporate Governance attached to this report and marked as Annexure -''D & E'' respectively.

The certification by CEO i.e. Managing Director of the Company & CFO as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is attached and marked as Annexure -''F''.

CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders and the same has also been placed on the website of the Company at www.abcindia.com.

All Board Members, KM Ps and members of Senior Management have confirmed their compliance with the code of conduct and pursuant to Regulation 26(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and a declaration signed by Mr. Ashish Agarwal, Managing Director (CEO) to this effect is given as "Annexure G" to this Report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Schedule V of The Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis Report for the year under review forms the part of this report and is marked as "Annexure H".

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company was not required to transfer any dividend which was lying unpaid or unclaimed for a period of seven years to Investor Education and Protection Fund (IEPF).

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are presently listed at BSE Ltd. and The Calcutta Stock Exchange Ltd. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid the Annual Listing Fees to BSE & CSE and Custodian fees to the depositories. The Company had applied for delisting of shares from CSE and the same is pending due to non-listing of 400000 shares issued by the Company on Preferential basis and 14870 shares issued in terms of ESOP as per CSE though the same are already listed with BSE. The anomaly has been taken up with CSE and the course of compliance for listing is in the process.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There has been no significant & material order passed by the Regulators/ Courts/Tribunals impacting the going concern status and Company''s operations in future.

CAUTIONARY NOTE

The statements forming part of the Directors'' Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENT

Your Directors would like to express their earnest appreciation for the assistance and co-operation received by the Company from its various stakeholders. Financial Institutions, Banks, Government Authorities and all the employees at its various divisions. Your Directors also acknowledge with gratitude the encouragement and support extended by our valued shareholders. Your Directors wish to place on record their deep sense of appreciation to all the employees at all levels for their committed services, exemplary professionalism and enthusiastic contribution during the year.

By Order of the Board of Directors For ABC INDIA LIMITED

Vijay Kumar Jain Ashish Agarwal

Place: Kolkata Director Managing Director

Date: 12^th August, 2023 DIIM: 00491871 DIN: 00351824

---

Mar 31, 2018

Dear Shareholders,

The Directors take pleasure in presenting the 45^th Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2018.

Financial Results (Rs. In Lakhs)

Particulars	FY 2017-18	FY 2016-17
	Amount	Amount
Turnover	11664.55	12929.13
Other Income	36.11	56.44
Total Revenue	11700.66	12985.57
Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)	547.17	129.82
Interest and other Finance Cost	392.58	453.46
Depreciation & Amortization	149.65	275.35
Profit /(Loss) before Taxation (PBT)	4.94	(598.99)
Tax including Deferred Tax	(83.57)	(72.46)
Profit after Taxation (PAT)	88.51	(526.53)
Profit brought forward from previous year	(922.78)	(397.71)
Other Comprehensive Income	4.55	1.46
Profit available for appropriation carried to Balance Sheet	(829.72)	(922.78)

OPERATIONS :

During the year under review, your Company has achieved a Total Revenue of Rs. 11664.55 lakhs which is 9.78% lower over the corresponding previous financial year’s total revenue of Rs. 12929.13 lakhs. The Company’s EBIDTA was Rs. 547.17 lakhs as compared with previous year of Rs. 129.82 lakhs. The Profit after Tax worked out to Rs. 88.51 lakhs as compared to loss in the previous year of Rs. 526.53 lakhs.

OUTLOOK :

The industrial growth of the Company did not improve at the desired level as envisaged during the year under review. The Company is in the business of transportation and logistics and due to non-improvement in the industrial activity the Company was not able to procure the business at its desired level. The profitability of the Company was affected due to at one hand stagnancy of the off take and on the other hand increase in the cost at various levels of the Company. Besides, due to low demand for logistics services, there was fierce competition in the market making lower realizations for the services rendered by the Company. With the introduction of GST during the year under review, the revenue was in stress and with the stabilization of the taxation procedure and wider acceptability, we are hopeful to recover the pace in business volume. Therefore the Company could neither achieve any volume growth nor desired profitability. At the same time, the Company had to incur interest on financed assets and depreciation thereon.

The Company is making sustained marketing efforts for its services in infrastructure sector & power sector which is expected to see revival, over the next few years. Besides, to improve the profitability, the Company has reduced its work force by almost 15% and other cost reduction measures are underway to sustain in the business.

During the year under review, your Company in February, 2018 has received an Order from BHEL to the tune of Rs. 141.93 Crores for Multimodal Transportation of Export Cargo from India to the MSTPP Rampal project in Bangladesh. This will help the Company to improve its revenue and profitability in the coming years.

Accordingly, the performance of the Company in current year as well as coming years shall continue to be highly dependent upon revival of infrastructure sector, power sector, industrial project and procurement of orders.

DIVIDEND

Due to paucity of profit during the year under review and to conserve the resources of the Company for long term working capital requirements, the Board of Directors of the Company could not recommend any dividend on the Equity Shares of the Company for the financial year ended 31^st March, 2018.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the financial year ended 31st March, 2018.

HUMAN RESOURCES

Your Company envisages its “human resources” as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. Your Company has continuously adopted structures that help attract best external talent and provide internal talent to higher roles and responsibilities.

Your Company has a adequate pool of trained and competent human resources which is highly capable to meet the challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased competition, the human resources of the company are able and proved to deliver specialized services of desired quality meet the competition and to satisfy customer requirements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Re-Appointments:

Pursuant to Section 149(8) and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 25 (Listing Obligations and Disclosure Requirements) Regulations, 2015, Dr. Debasis Sengupta (DIN: 00343736), Mr. Vijay Kumar Jain (DIN: 00491871), and Mrs. Rachana Todi (DIN: 00268594) be and are hereby re-appointed as Independent Directors of the Company to hold office for 5(five) consecutive years for a term upto 31^st March, 2024 and shall not be liable to retire by rotation.

Pursuant to the provisions of the Companies Act, 2013 Mr. Siddarth Kapoor (DIN: 02089141) would continue as a non-executive Director on completion of his tenure as an Independent Director.

ii) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 Mr. Ashish Agarwal (DIN 00351824), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

iii) Appointment of Wholetime- Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 8(5)(iii) of Companies (Accounts) Rules, 2014 the following personnel are the Wholetime Key Managerial Personnel of the Company within the meaning of the said section.

a) Mr. Ashish Agarwal - Managing Director.

b) Mr. Sanjay Agarwal - Company Secretary & Compliance Officer

Mr. Sushil Kumar Pransukhka, Chief Financial Officer (designated as KMP) has resigned during the year w.e.f. 14.09.2017 and Mr. Sanjay Agarwal has been appointed as Chief Financial Officer (designated as KMP) during the year w.e.f. 14.03.2018.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013.

INDEPENDENT DIRECTOR’S DECLARATION

Your Company had received the declaration of Independence u/s 149(7) of the Companies Act, 2013 from all the Independent directors of your Company specifying that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149(6) of the Companies Act, 2013.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015 notified the Indian Accounting Standards (IND AS) applicable to certain classes of companies. IND AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. Thus IND AS is applicable to your Company w.e.f. 1^st April, 2017 and the Accounts have been prepared accordingly.

AUDITORS AND THEIR REPORTS

(i) Statutory Auditors:

The Statutory Auditors M/s. Bharat D. Sarawgee & Co., Chartered Accountants (Registration No. 326264E) holds office till the conclusion of the 49^th Annual General Meeting of the Company. Pursuant to Section 139 of the Companies Act, 2013 and Rule 3(7) of The Companies ( Audit and Auditors) Rules, 2014 as amended by the Companies (Amendment) Act, 2017 effective from 7^th May, 2018 and all other applicable provisions of the Act (including any Statutory modifications or re-enactment thereof for the time being in force), the Board has modified the existing terms of appointment of M/s. Bharat D. Sarawgee & Co., Chartered Accountants (Registration no. 326264E), Statutory Auditors of the Company to the extent that their appointment shall not be subjected to ratification by the Shareholders in the Annual General Meeting for remaining duration of their terms of appointment.

The Auditors report does not contain any qualification. Notes to Accounts and Auditors remarks in their Report are self-explanatory and hence do not call for any further explanation.

(ii) Cost Auditors:

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had re-appointed M/s. Debabrota Banerjee & Associates (Registration No. 001703), Cost Accountants, as the Cost Auditors of the Company for the financial year 2018-19. The Company has received consent and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for the year 2018-19.

(iii) Secretarial Auditor:

The Board had re-appointed Mr. Santosh Kumar Tibrewalla, Practising Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2017-18 under the provisions of section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is enclosed as “Annexure A” -MR-3 to this Board’s Report.

In respect of the non-payment of listing fees to CSE, the Board clarifies that the Company is in the process of getting the shares delisting from CSE and pending confirmation, the Company has kept the payment of listing fees in abeyance and same would be paid immediately before the Company gets delisting confirmation from CSE. The rest of the report is self-explanatory and hence do not call for any further explanation.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3) (c) & 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;

2. Appropriate accounting policies had been selected 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 31^st March, 2018 and of the profit of the Company for the year ended on 31^st March, 2018;

3. Proper and sufficient care had been taken, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts had been prepared on a going concern basis;

5. The Directors had laid down internal financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DEPOSITS

The Company has not accepted any Deposits during the year, no deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year.

DETAILS RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The particulars and information of the Directors/employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 of your Company is attached as “Annexure - B” to this report.

None of the employees of the Company were in receipt of the remuneration exceeding limits pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 are as follows:

(a) Conservation of energy

The Company’s operation involves no energy consumption.

(b) Technology absorption

i. The Company does not have any R & D Division and Company’s Operations does not require this type of establishment.

ii. Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.

(c) Foreign exchange Earnings and Outgo

During the year, the total foreign exchange earned was ‘ Nil (Previous Year ‘ NIL) and the total foreign exchange used was Rs. 17,07,074/- (Previous Year Rs. 20,70,654/-).

INTERNAL AUDIT & CONTROLS

The Company continues to engage Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Company’s operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls as required under section 134(5)(e) of the Companies Act, 2013. During the year under review, such controls were tested and no reportable material weakness in the formulation or operations were observed.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has already adopted the Code of Conduct for prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company at their meeting held on May 26, 2015 have approved and adopted the code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

DISCLOSURES AS PER APPLICABLE ACT, LISTING AGREEMENT/ SEBI (LODR) REGULATIONS, 2015:

i) Related Party Transactions:

All transactions entered with related parties during the FY 2017-18 are on arm’s length basis and were in the ordinary course of business and hence not falling under the provisions of Section 188 of the Companies Act, 2013. There have been no materially significant related party transactions with the Company’s Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which may have potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

The requisite disclosures of the related party transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the audit committee and Board of directors were taken wherever required in accordance with the policy.

ii) Number of Board Meetings:

The Board of Directors met 6 (Six) times in the FY 2017-18. The Details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Board’s Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Dr. Debasis Sengupta. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board’s Report.

iv) Extracts of Annual Return:

The details forming part of the extract of the Annual Return in Form No. MGT-9 as required under section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as “Annexure-C” to this report. The aforesaid information is available on the website of the Company at http://www.abcindia.com/mgt 9.pdf

v) Risk Analysis:

The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

vi) Loans, Guarantees and Investments:

The Company has not provided any loans, given any guarantees or made any investments under Section 186 of the Companies Act, 2013 during the FY 2017-18.

vii) Post Balance Sheet events:

Prof. Ashoke Kumar Dutta (DIN: 00045170) has resigned from the office of Independent Director w.e.f. 09-08-2018. The Board took on record the valuable services rendered by him during his tenure as an Independent Director. Other than the above, there is no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and the date of this report.

viii) Subsidiaries, Associates or Joint Ventures:

Your Company does not have any subsidiaries, associates or joint ventures.

ix) Evaluation of the Board’s Performance:

During the year under review, the Board, in compliance with the Companies Act, 2013 and the applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, has continued to adopt formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors in their separate meeting.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

x) Nomination, Remuneration and Evaluation Policy:

The Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) is in place. This Policy provides a framework and set standards in relation to the followings and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board’s Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director

xi) Vigil Mechanism (Whistle Blower Policy):

By virtue of Whistle Blower Policy, the Directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company’s website: www.abcindia.com and also set out in the Corporate Governance Report attached as Annexure to this Board’s Report.

xii) Cost Records :

The Company has maintained cost records as specified by the Central Government under section 148 (1) of the Companies Act, 2013 and accordingly such accounts and records are maintained.

xiii) Internal Complaint Committee:

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral. During the year under review, no complaints with allegations of sexual harassment were filed.

COMPANY’S WEBSITE

The website of your Company, www.abcindia.com has been designed to present the Company’s businesses up-front on the home page. The site carries a comprehensive database of information of all the services rendered including the Financial Results of your Company, Shareholding pattern, Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been displayed.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders’ expectations while continuing to comply with the mandatory provisions of Corporate Governance. Your Company has complied with the requirements of applicable Regulations of

Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as issued by Securities and Exchange Board of India and as amended from time to time. Your Company has given its deliberations to provide all the information in the Directors Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013 and the Listing Agreement entered by the Company with the Stock Exchanges, as a matter of prudence and good governance.

A Report on Corporate Governance along with a certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding compliance of conditions of Corporate Governance and certification by CEO i.e. the Managing Director of the Company and CFO are given in “Annexure- D, E & F” to this report.

CODE OF CONDUCT

The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already in force and the same has been placed on the Company’s website: www.abcindia.com.

All Board Members, KMPs and members of Senior Management have confirmed compliance with the code of conduct. A declaration to this effect has been signed by Mr. Ashish Agarwal, Managing Director is given as “Annexure G” to this Report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion & Analysis is given as “Annexure H” to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company have transferred the dividend for the F.Y. 2009-10 amounting to Rs. 1,59,257/- lying unpaid or unclaimed for a period of seven years to Investor Education and Protection Fund (IEPF) on 10^th November, 2017.

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are presently listed at BSE Ltd. and The Calcutta Stock Exchange Ltd. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid Listing Fees to BSE and the depositories. The Company had applied for delisting of shares from CSE and confirmation is awaited.

CAUTIONARY NOTE

The statements forming part of the Directors’ Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.

By Order of the Board of Directors

For ABC India Limited

Vijay Kumar Jain Ashish Agarwal

Place : Kolkata Director Managing Director

Dated : 11^th August, 2018 DIN : 00491871 DIN : 00351824

---

Mar 31, 2016

DIRECTORS'' REPORT

Dear Shareholders,

The Directors take pleasure in presenting the 43rd Annual Report together with the Audited Financial Statements of your Company for the year ended March 31, 2016.

Financial Results (Rs, In Lacs)

Particulars	FY 2015-16	FY 2014-15
	Amount	Amount
Turnover	13341.75	15252.44
Other Income	77.56	107.42
Total Revenue	13419.31	15359.86
Earnings Before Interest, Depreciation, Taxation and Amortization (EBIDTA)	682.40	1301.25
Interest and other Finance Cost	524.77	772.22
Depreciation & Amortization	456.98	644.69
Profit /(Loss) before Taxation (PBT)	(299.34)	(115.66)
Tax including Deferred Tax	(62.17)	(128.22)
Profit after Taxation (PAT)	(237.17)	12.56
Profit brought forward from previous year	1371.35	1362.04
Tax Adjustment for earlier years	-	(3.25)
Profit available for appropriation carried to Balance Sheet	1134.18	1371.35

OPERATIONS :

During the year under review, your Company has achieved a Total Revenue of Rs, 13,419.31 lakhs which is 12.63% lower over the corresponding previous financial year total revenue of Rs, 15,359.86 lakhs. The Company has achieved an EBIDTA of Rs, 682.40 lakhs as compared with previous year figure of Rs, 1,301.25 lakhs. The Loss after Tax worked out to Rs, 237.17 lakhs as compared to profit in the previous year of Rs, 12.56 lakhs.

OUTLOOK :

The industrial growth of the Company did not improve at the desired level as envisaged during the year under review. The Company is in the business of transportation and logistics and due to non- improvement in the industrial activity the Company was not able to procure the business at its desired level. The profitability of the Company was affected due to at one hand stagnancy of the off take and on the other hand increase in the cost at various levels of the Company. Besides, due to low demand for logistics services, there was fierce competition in the market making lower realizations for the services rendered by the Company. Therefore the Company could neither achieve any volume growth nor desired profitability. At the same time, the Company had to incur interest on financed assets and depreciation thereon.

The Company is making sustained marketing efforts for its services in infrastructure sector & power sector which is expected to see revival, over the next few years. The Company has also undertaken cost control and reduction to improve its profitability.

Accordingly, the performance of the Company in current year as well as coming years shall continue to be highly dependent upon revival of infrastructure sector, power sector, industrial project and procurement of orders.

To overcome the situation, the Company has diversified its business activities and had started a new segment viz. Construction Division which would contribute both in top line & bottom line of the Company.

DIVIDEND

Due to loss during the year under review, the Board of Directors of the Company could not recommend any dividend on the Equity Shares of the Company for the financial year ended 31^st March, 2016.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve during the financial year ended 31^st March, 2016.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. Your Company has continuously adopted structures that help attract best external talent and provide internal talent to higher roles and responsibilities.

Your Company has a adequate pool of trained and competent human resources which is highly capable to meet the challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased competition, the human resources of the company are able and proved to deliver specialized services of desired quality meet the competition and to satisfy customer requirements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Appointments:

There was no appointment of any Director during the financial year 2015-16.

ii) Retirement by Rotation:

Pursuant to the provisions of Section 152(6) and other applicable provisions, of the Companies Act, 2013 Dr. Ashok Kumar Agarwal (DIN 01237294), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

iii) Appointment of Whole time- Key Managerial Personnel (KMP):

Pursuant to the provisions of Section 203 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Rule 8(5)(iii) of Companies (Accounts) Rules, 2014 the following personnel continued to be Whole time Key Managerial Personnel of the Company within the meaning of the said section.

a) Mr. Ashish Agarwal - Managing Director.

b) Mr. Sushil Pransukhka - Chief Financial Officer.

c) Mr. Sanjay Agarwal - Company Secretary & Compliance Officer.

None of the Directors of the Company are disqualified as per section 164(2) of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) of the Companies Act, 2013.

INDEPENDENT DIRECTOR’S DECLARATION

Your Company had received the declaration of Independence u/s 149(7) of the Companies Act, 2013 from all the Independent directors of your Company specifying that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013.

AUDITORS AND THEIR REPORTS (i) Statutory Auditor:

The Statutory Auditors M/s Agarwal Kejriwal & Co., Chartered Accountants, holds office upto the conclusion of the Annual General Meeting (AGM) to be held for the FY 2016-17, subject to ratification by the shareholders in every AGM. Accordingly, the Board on recommendation of Audit committee has proposed for ratification of their appointment in the office of Statutory Auditors of the Company for the FY 2016-17.

The Auditors report does not contain any qualification. Notes to Accounts and Auditors remarks in their Report are self-explanatory and hence do not call for any further explanation.

(ii) Cost Auditors:

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on recommendation of the Audit Committee had re-appointed M/s. Debabrota Banerjee & Associates (Registration No. 102336), Cost Accountants, as the Cost Auditors of the Company for the financial year 2016-17. The Company has received consent and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for the year 2016-17.

(iii) Secretarial Auditor:

The Board had re-appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary, as the Secretarial Auditor of the Company to carry out the Secretarial Audit for the year 2015-16 under the provisions of section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is enclosed as “Annexure A” - MR-3 to this Board’s Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3) (c) & 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;

2. Appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the loss of the Company for the year ended on 31^st March, 2016;

3. Proper and sufficient care has been taken, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. The Directors have laid down internal financial Controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DEPOSITS

The Company has not accepted any Deposits during the year, no deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year.

DETAILS RELATING TO REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The particulars and information of the Directors/employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 of your Company is attached as “Annexure-B” to this report.

None of the employees of the Company were in receipt of the remuneration exceeding limits pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, Research & Development, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 and Rule 8 (3) of Companies (Accounts) Rules, 2014 are as follows:

(a) Conservation of energy

The Company’s operation involves no energy consumption.

(b) Technology absorption

i. The Company does not have any R & D Division and Company’s Operations does not require this type of establishment.

ii. Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.

(c) Foreign exchange Earnings and Outgo

During the year, the total foreign exchange earned was Rs, 22,52,590/- (Previous Year Rs, 10,48,868/-) and the total foreign exchange used was Rs, 44,98,665/- (Previous Year Rs, 38,32,523/-).

INTERNAL AUDIT & CONTROLS

The Company continues to engage Internal Auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the Regulators, Courts, Tribunals impacting the going concern status and Company’s operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls as required under section 134(5)(e) of the Companies Act, 2013. During the year under review, such controls were tested and no reportable material weakness in the formulation or operations were observed.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 1992, your Company has already adopted the Code of Conduct for prevention of Insider Trading. Further, in accordance with the provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company at their meeting held on May 26, 2015 have approved and adopted the code of practices and procedure for fair disclosure of Unpublished Price Sensitive Information and formulated the code of conduct of the Company.

DISCLOSURES AS PER APPLICABLE ACT, LISTING AGREEMENT/ SEBI (LODR) REGULATIONS, 2015:

i) Related Party Transactions:

All transactions entered with related parties during the FY 2015-16 are on arm’s length basis and were in the ordinary course of business and hence not falling under the provisions of Section 188 of the Companies Act, 2013 except sale of a property which is not in ordinary course of business. There have been no other materially significant related party transactions with the Company’s Promoters, Directors and others as defined in section 2(76) of the Companies Act, 2013, the listing agreement and SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 which may have potential conflict with the interest of the Company at large. The required disclosure in Form AOC-2 in respect of the sale of the property is given and marked as “Annexure-C” to this Board’s Report.

The requisite disclosures of the related party transactions are given in the notes to accounts. The Company has also formulated a policy on dealing with the Related Party Transactions and necessary approval of the audit committee and Board of directors were taken wherever required in accordance with the policy.

ii) Number of Board Meetings:

The Board of Directors met 4 (Four) times in the FY 2015-16. The Details of the Board meeting and attendance of the Directors are provided in the Corporate Governance Report, attached as Annexure to this Board’s Report.

iii) Composition of Audit Committee:

The Board has constituted the Audit Committee under the Chairmanship of Mr. Debasis Sengupta. Complete details of the Committee are given in the Corporate Governance Report, attached as Annexure to this Board’s Report.

iv) Extracts of Annual Return:

The details forming part of the extract of the Annual Return in Form No. MGT-9 as required under section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached as “Annexure - D” to this report.

v) Risk Analysis:

The Company has in place a mechanism to inform the Board members about the Risk assessment and mitigation plans and periodical reviews to ensure that the critical risks are controlled by the executive management.

vi) Loans, Guarantees and Investments:

The Company has not provided any loans, given any guarantees or made any investments under Section 186 of the Companies Act, 2013 during the FY 2015-16.

vii) Post Balance Sheet events:

There is no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and the date of this report.

viii) Subsidiaries, Associates or Joint Ventures:

Your Company does not have any subsidiaries, associates or joint ventures.

ix) Evaluation of the Board’s Performance:

During the year under review, the Board, in compliance with the Companies Act, 2013 and Listing Agreement / applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015, has continued to adopt formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board, as a whole and the Chairman, who were evaluated on parameters such as their participation, contribution at the meetings and otherwise, independent judgments, safeguarding of minority shareholders interest, etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non Independent Directors were carried out by the Independent Directors in their separate meeting.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

x) Nomination, Remuneration and Evaluation Policy:

The Company on recommendation of its Nomination & Remuneration Committee has laid down a Nomination, Remuneration and Evaluation Policy, in compliance with the provisions of the Companies Act, 2013 read with the Rules made therein and the Listing Agreement with the stock exchanges (as amended from time to time). This Policy is formulated to provide a framework and set standards in relation to the followings and details on the same are given in the Corporate Governance Report, attached as Annexure to this Board’s Report:

a. Criteria for appointment and removal of Directors, Key Managerial Personnel (KMP) and Senior Management Executives of the Company.

b. Remuneration payable to the Directors, KMPs and Senior Management Executives.

c. Evaluation of the performance of the Directors.

d. Criteria for determining qualifications, positive attributes and independence of a Director.

ix) Vigil Mechanism (Whistle Blower Policy):

By virtue of Whistle Blower Policy, the Directors and employees of the Company are encouraged to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of the Company and its stakeholders in any way. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimization, for whistle blowing in good faith.

Details of establishment of the Vigil Mechanism have been uploaded on the Company’s website: www.abcindia.com and also set out in the Corporate Governance Report attached as Annexure to this Board’s Report.

COMPANY’S WEBSITE

The website of your Company, www.abcindia.com has been designed to present the Company’s businesses up-front on the home page. The site carries a comprehensive database of information of all the services rendered including the Financial Results of your Company, Shareholding pattern, Corporate profile, details of Board Committees, Corporate Policies and business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013 and Companies Rules 2014 and as per SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been uploaded.

CORPORATE GOVERNANCE

Your Company has practiced sound Corporate Governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders’ expectations while continuing to comply with the mandatory provisions of Corporate Governance. Your Company has complied with the requirements of Clause 49 of the Listing Agreement / applicable Regulations of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as issued by Securities and Exchange Board of India and as amended from time to time. Your Company has given its deliberations to provide all the information in the Directors Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013 and the Listing Agreement entered by the Company with the Stock Exchanges, as a matter of prudence and good governance.

A Report on Corporate Governance along with a certificate from Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary regarding compliance of conditions of Corporate Governance and certification by CEO i.e. the Managing Director of the Company and CFO are given in “Annexure- E, F & G” to this report.

CODE OF CONDUCT

The Code of Conduct for Directors, KMPs and Senior Executive of the Company is already in force and the same has been placed on the Company’s website: www.abcindia.com.

All Board Members, KMPs and members of Senior Management have confirmed compliance with the code of conduct. A declaration to this effect has been signed by Mr. Ashish Agarwal, Managing Director is given as “Annexure H” to this Report.

MANAGEMENT DISCUSSIONS & ANALYSIS REPORT

A report on Management Discussion & Analysis is given as “Annexure I” to this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

LISTING OF SECURITIES IN STOCK EXCHANGES

The shares of the Company are presently listed at BSE Ltd. and The Calcutta Stock Exchange Ltd. The Company is registered with both NSDL & CDSL for holding the shares in dematerialized form and open for trading. The Company has paid Listing Fees to both the Stock Exchange and the depositories.

CAUTIONARY NOTE

The statements forming part of the Directors’ Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.

For and on behalf of the Board of Directors

Vijay Kumar Jain Ashish Agarwal

Place : Kolkata Director Managing Director

Dated : 12^th November, 2016 DIN : 00491871 DIN : 00351824

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 41st Annual Report of the Company together with Audited Accounts for the year ended 31st March 2014 :

(Rs. in Lacs)

FINANCIAL RESULTS As on 31.03.2014 Previous Year

Turnover 16,483 18,065

Profit before Taxation, Depreciation & Amortisation 872 1,727

Depreciation & Amortisation 913 954

(Net of depreciation on revalued assets transferred from Capital Reserve)

Profit (Loss) before Taxation (42) 773

Provision for Taxation (83) 153

Profit after Taxation 41 620

Add: Balance of Profit & Loss Account brought forward 1,384 1,141

Add: Tax adjustment for earlier year --- 17

Profit available for appropriation 1,425 1,778

Appropriation :

Proposed Dividend 54 81

Tax on proposed dividend 9 13

Transfer to General Reserve --- 300

Balance carried forward to Balance Sheet 1,362 1,384

SERVICES AND EARNINGS

Company''s total earnings including other income for the year amounted to Rs.16,483 lacs as compared with the previous year total earnings of Rs. 18,065 lacs.

DIVIDEND

The Directors recommend for your approval payment of dividend @ Re. 1/- (Rupee One only) per Equity Share of Rs.10/- each for the year ending 31.03.2014. (Previous year Rs.1.50 per Equity Share). The total amount of dividend (including Dividend tax thereon) would amount to Rs. 63 lacs (Previous year Rs. 94 lacs).

OUTLOOK

During the year the market conditions were not favourable for Company''s business. Due to uncertainties of raw material procurements and other bottlenecks, there was no business generation from infrastructure sector which has most of Company''s customers. Besides, due to low demand for logistics services, there was fierce competition in the market making realisations for Company''s services unremunerable. Therefore the Company could neither achieve any volume growth nor desired profitability. At the same time, the Company had to incur interest on financed assets and depreciation thereon.

The Company is making sustained marketing efforts for its services in infrastructure sector which is expected to see revival, over the next few years. The Company has also undertaken cost control and reduction to improve its profitability.

Accordingly, the performance of the Company in current year as well as coming years shall continue to be highly dependent upon revival of infrastructure sector, industrial project and procurement of orders.

HUMAN RESOURCES

The Company has a adequate pool of trained and competent human resources which is highly capable to meet the challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased competition, the human resources of the company are able and proved to deliver specialised services of desired quality meet the competition and to satisfy customer requirements.

EMPLOYEES STOCK OPTION SCHEME, 2007

Member''s approval was obtained at the Annual General Meeting held on July 31, 2007 for introducing of Employees Stock Option Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Options were granted to employees in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines). The Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme.

The applicable disclosure as at March 31, 2014 stipulated under the SEBI Guidelines are given as follows : a) Option Granted (Including Re-Issue) 1,45,880

b) The Pricing Formula

For all, option vesting on or before 1st November, 2008 exercise price was Rs.50/- and for all options vesting after 1st November, 2008 the exercise price shall be Rs.55/- for each share.

c) Options vested 1,36,820

d) Options exercised 14,870

e) The total number of shares arising as a result

of exercise of Options 14,870

f) Options lapsed/not exercised 1,14,770

g) Variation of the terms of Options None

h) Money realized by exercise of Options Rs.7,90,100/- i) Total number of Options in force 12,300 j) Employee wise details of Options granted to

1. Senior Management Personnel

Mr. Binoy Krishna Dhar 3300

Mr. Sunder Gopal Das 910

Mr. Ishwar Chandra Sharma 1080

Mr. V.Chatrapathi 880

Mr. C.K.Ojha 1300

Mr. J.S.Yadav 390

Mr. Parameshwar Lal Tamrayat 430

Mr. M.V.K.S.R. Sharma 310

Mr. Raveender Kr.Sharma 960

Mr. Kamal Kr.Makharia 1190

Mr. Sanjay Agarwal 1020

Mr. R.P.Shah 3600

Mr. Sushil Kumar Pransukhka 2460

Mr. Ved Prakash 1180

Mr. Mihir Mani Tripathi 1280

Mr. Arun Kumar Thirani 1160

Mr. Surendra Pd. Tiwari 510

Mr. Ramesh Kr. Bansal 1030

Mr. Ram Nawal Yadav 670

Mr. T. Chakraborty 1000

Mr. Avdhesh Gautam 400

2. Any other employee who received a grant in Nil any one year of Options amounting to 5% or more of Options granted during that year.

3. Identified employee who were granted Options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Nil

k) Diluted Earnings Per Share (EPS) before exceptional items pursuant to issue of shares on exercise of Options calculated in accordance with Accounting Standard (AS) 20 ''Earnings Per Share''.

(-) Rs.24.99

l) Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so comuted and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

The company has calculated the employee compensation cost using the intrinsic value of the stock option. The effect on the net income and earning per share, had the fair value method been adopted is described below :

Net Income Rs. in lakhs

As reported 41

Add : Intrinsic value compensation cost NiL

Less: Fair value compensation 4

Adjusted Net Income 37

Earning Per Share as reported Rs. 0.77

As adjusted Rs. 0.68

Weighted average price per option Rs. 55.00

Weighted average fair value per option Rs. 31.01

m) Weighted-average exercise prices and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exercise or is less than the market price of the stock.

n) A description of the method and significant assumptions used during the year to estimate the fair values of options.

The fair value of options is estimated using the Black Scholes Option Pricing Model after applying the following key assumptions on weighted average basis

(1) Risk free interest rate 8.00%

(2) Expected life 0.56 years

(3) Expected volatility 30%

(4) Expected dividends 15%

(5) Price of the underlying share in market at Rs.39.00 the time of option grant

No money was realised in the current financial year by exercise of options.

The money earlier realised by exercise of options has been utilised in the business of the Company especially for funding capital investments. A certificate from the Auditors in terms of Clause 14 SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,1999, shall be placed before the shareholders at the ensuring Annual General Meeting.

DIRECTORS

During the year under review, Mr. Rajyavardhan Kajaria was appointed as an Additional Director in the category of non-executive director of the Company, in the meeting of the Board held on February 1, 2014, to hold office upto the date of the ensuing Annual General Meeting (AGM) of the Company. Resolution for appointment of Mr. Rajyavardhan Kajaria is put up for the approval of shareholders in the Notice of AGM.

At the ensuing Annual General Meeting, Dr. Ashok Kumar Agarwal, Shri. Krishan Arya and Shri. Vijay Kumar Jain retire by rotation. Dr. Ashok Kumar Agarwal, being eligible offers himself for re-appointment as non-executive director accordingly, on re-appointment, his term of office shall be liable to determination by rotation. Shri. Krishan Arya who has attained age of 70 years, and otherwise being eligible offers himself for re-appointment as Independent Director. Accordingly, on re-appointment by Special Resolution his term of office upto 31.03.2019 shall not be liable to determination by rotation. Shri. Vijay Kumar Jain, being eligible offers himself for re-appointment as Independent Director. Accordingly, on re-appointment his term of office shall not be liable to determination by rotation.

Pursuant to section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. The Board already has over half of its directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement. The Board therefore, recommends re-appointing Dr. Debasis Sengupta and Prof. Ashoke Kumar Dutta the existing independent directors under clause 49 as ''independent directors'' pursuant to Companies Act, 2013, subject to approval of shareholders. As required under the said Act and the Rules made thereunder, the same is now put up for approval of shareholders at the ensuing annual general meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013.

The present terms of appointment of Shri Ashish Agarwal as Managing Director expires on 31.07.2014. As his services are continuously required by the Company, it is proposed to reappoint him for another period of 3 years w.e.f. 01.08.2014 on remuneration and terms & conditions proposed details whereof are provided in the proposed Special Resolutions and the Report on Corporate Governance.

At the 40th Annual General Meeting of the Company in the year 2013, Shri Anand Kumar Agarwal was reappointed for a period of 3 years w.e.f. 01.06.2013 with remuneration subject to approval by Central Government, which is still awaited. Considering the implementation of the Companies Act, 2013 it is considered prudent to reappoint Shri Anand Kumar Agarwal (DIN 00380908) for a period of 3 years w.e.f. 01.09.2014 as per the provisions of the Companies Act, 2013 in supersession of resolution passed or consent recorded earlier. The details of remuneration and terms & conditions proposed are as provided in the proposed Special Resolutions and the Report on Corporate Governance.

AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules made thereunder, the current auditors of the Company, M/s Agarwal Kejriwal & Company, Chartered Accountants are eligible to hold office for a period of three years, upto 2017. The members are therefore requested to appoint M/s Agarwal Kejriwal & Company, Chartered Accountants as auditors for three years from the conclusion of the ensuing annual general meeting till the conclusion of the 44th Annual General Meeting as proposed.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration exceeding limits prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sub Section (2AA) of Section 217 of the Companies Act, 1956 with respect to the Director''s Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) that 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;

(iv) that the directors have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

During the year the Company invited and accepted public deposits on which payment of interest was regular. During the year deposits amounting to Rs.21,85,000/- matured and repaid. Deposit amounting to Rs.40,000/- matured during the year but not claimed. The outstanding balance of Public Deposit as at the end of the year was Rs.1,77,56,000/-. The Company complied with all the applicable provisions of the Company''s (Acceptance of Deposits) Rules, 1975 as amended uptodate.

CASH FLOW STATEMENT

Cash flow statement for the year ended 31.03.2014 is also attached herewith and form part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement for the Financial Year 2013-14 of the Company and its subsidiary M/s. ABC Skyline Limited has been prepared by the Company in accordance with the requirements of Accounting Standards issued by "The Institute of Chartered Accountants of India". The Audited Consolidated Financial Statements together with Auditors Report thereon form part of the Annual Report.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

A. Conservation of Energy

The Company''s operation involves no energy consumption.

B. Form of Disclosure of particulars with respect to absorption of Technology and Development of R & D

i. Research and Development: The Company does not have any R & D Division and Company''s Operations does not require this type of establishment.

ii. Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.

iii. Foreign Exchange earnings and outgoing: The Company has no activities related to export of its services. The Company earned Foreign Exchange worth Rs.6,50,280/- towards Freight (Previous Year- Rs.4,55,689/- towards freight and Rs.16,30,20,000/- towards sale of investments in Joint Venture.) Value of imports calculated on C. I. F. basis by the Company was Rs. NIL (Previous Year Rs. 2,34,009/-). The Company has spent foreign exchange worth Rs. 4,98,978/-. (Previous Year Rs.15,47,258/-) on account of freight paid by overseas constituents on our behalf and/or freight collected by the Company on their behalf and Rs.6,79,220/- on account of Shipment Expenses (Previous Year NIL). The Company has incurred Rs.10,86,359/- (Previous Year – Rs.17,54,719/-) by way of foreign tours for business purposes.

AUDIT REPORT

The Auditor''s report does not contain any qualification or adverse comments.

CODE OF CONDUCT

The Board of Directors has laid down a code of conduct applicable to the Board of Directors and Senior Management, which is available on the Company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standards for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchanges, with which the Company is listed, are complied with.

A certificate of compliance from the Auditors together with a report on Corporate Governance forms part of this Report.

INVESTOR SERVICES

In compliance to the requirements of clause 54 of the Listing Agreements with Stock exchanges, the Company has dedicated a column for investor services in its website www.abcindia.com. The company would keep on updating these particulars as and when necessary.

DELISTING OF EQUITY SHARES OF THE COMPANY FROM THE CALCUTTA STOCK EXCHANGE LIMITED

The Board of Directors has resolved to delist the eqity shares of the Company in accordinace with Regulation 6 of the Securities & Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 from The Calcutta Stock Exchange Limited provided that the equity shares of the Company would continue to be listed on the Bombay Stock Exchange Limited having nation wide trading terminals.

CAUTIONARY NOTE

The statements forming part of the Directors'' Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENTS

The Directors wish to convey their sincere appreciation of all the staff members for their enormous personal efforts as well as their collective contribution to the company''s performance.

The Directors would also take this opportunity to acknowledge the cooperation and assistance of Financial Institutions, Banks and various Central and State Government Departments and Agencies.

Finally, the Directors owe their gratitude to all the Customers and Shareholders for their continued support to the Company and their confidence in its management.

By order of the Board

Place: Kolkata Ashish Agarwal

Date : the 11th day of August, 2014 Managing Director

---

Mar 31, 2013

The Directors have pleasure in presenting the 40th Annual Report of the Company together with Audited Accounts for the year ended 31st March 2013:

(Rs. in Lacs)

FINANCIAL RESULTS As on 31.03.2013 Previous Year

Turnover 18,065 25,873

Profit before Taxation and Depreciation 1,727 1,499

Depreciation 954 809

(Net of depreciation on revalued assets transferred from Capital Reserve)

Profit before Taxation 773 690

Provision for Taxation 153 204

Profit after Taxation 620 486

Add: Balance of Profit & Loss Account brought forward 1,141 1,038

Add: Tax adjustment for earlier year 17 12

Profit available for appropriation 1,778 1,536

Appropriation:

Proposed Dividend 81 81

Tax on proposed dividend 13 13

Transfer to General Reserve 300 300

Balance carried forward to Balance Sheet 1,384 1,142

SERVICES AND EARNINGS

Company''s total earnings including other income for the year amounted to Rs.18,065 lacs as compared with the previous year total earnings of Rs.25,873 lacs.

DIVIDEND

The Directors recommend for your approval payment of dividend § Rs.1.50 per Equity Share of Rs.10/- each for the year ending 31.03.2013. (Previous year Rs. 1.50 per Equity Share). The total amount of dividend (including Dividend tax thereon) would amount to Rs. 94 lacs (Previous year Rs. 94 lacs).

OUTLOOK

After successfully completing a major logistics work in North East India in the last year, the Company could not bag any other job of similar size and value. During the year the infrastructure sector which has most of the Company''s customers faced uncertainties in view of regulatory issues and also issues relating to raw material procurements. New project were not upcoming in the sector which directly affected new business generation and consequently the Company''s growth. Therefore, during the year, the market for Company''s services and activities itself shrank on the one hand, and on the other hand the market was dominated by fierce competition. In addition, the Company had to face increased regulatory issues relating to permission and clearances in planning and execution of its core competency business of logistics for Over Dimensional Consignments. Therefore the Company could not achieve any volume growth during the year. The Company is continuing sustained marketing efforts for new jobs in infrastructure sectors where the Company is a established service provider. Accordingly, the performance of the Company in current year as well as in coming years shall be highly depended on continuity of industrial projects and procurement of orders amidst fierce competition.

HUMAN RESOURCES

The Company has trained and developed its human resources to meet the challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased competition, the human resources of the company are geared up to deliver better quality and specialised services both to meet the competition and to satisfy customer requirements.

EMPLOYEES STOCK OPTION SCHEME, 2007

Member''s approval was obtained at the Annual General Meeting held on July 31,2007 for introducing of Employees Stock Option Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Options were granted to employees in

accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase

Scheme) Guidelines, 1999 (''the SEBI Guidelines). The Compensation Committee, constituted in accordance with the SEBI

Guidelines, administers and monitors the Scheme.

The applicable disclosure as at March 31,2013 stipulated under the SEBI Guidelines are given as follows:

a) Option Granted (Including Re-Issue) 1,45,880

b) The Pricing Formula For all, option vesting on or before 1 st November, 2008 exercise price was Rs.50/- and for all options vesting after 1st November, 2008 the exercise price shall be Rs. 55/- for each share.

c) Options vested 1,36,820

d) Options exercised 14,870

e) The total number of shares arising as a result of exercise of Options 14,870

f) Options lapsed/not exercised 1,14,770

g) Variation of the terms of Options None

h) Money realized by exercise of Options Rs. 7,90,100/-

I) Total number of Options in force 16,240

j) Employee wise details of Options granted to

1. Senior Management Personnel

Mr. Binoy Krishna Dhar 3300

Mr. Sunder Gopal Das 910

Mr. Ishwar Chandra Sharma 1080

Mr. V.Chatrapathi 880

Mr. C.K.Ojha 1300

Mr. J.S.Yadav 390

Mr. Parameshwar La! Tamrayat 430

Mr. M.V.K.S.R. Sharma 310

Mr. Raveender Kr.Sharma 960

Mr. Kamal Kr.Makharia 1190

Mr. Sanjay Agarwal 1020

Mr. R.P.Shah 3600

Mr. Sushil Kumar Pransukhka 2460

Mr. Ved Prakash 1180

Mr. Mihir Mani Tripathi 1280

Mr. Arun Kumar Thirani 1160

Mr. Surendra Pd. Tiwari 510

Mr. Ramesh Kr. Bansal 1030

Mr. Ram Nawal Yadav 670

Mr. T. Chakraborty 1000

Mr. Avdhesh Gautam 400

2. Any other employee who received a grant in any one year of Options amounting to 5% or more of Options granted during that year.

Nil

3. Identified employee who were granted Options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Nil

The Money realised by exercise of options has been utilised in the business of the Company especially for funding capital investments. A certificate from the Auditors in terms of Clause 14 SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,1999, shall be placed before the shareholders at the ensuring Annual General Meeting.

DIRECTORS

Dr. Debasis Sengupta, Dr. Padam Chand Agarwal and Shri Ashok Kumar Surana retire by rotation and being eligible, offer themselves for reappointment. The present terms of appointment of Shri Anand Kumar Agarwal as Chairman expires on 31.05.2013. It is proposed to reappoint him for another period of 3 years. His reappointment and the terms and conditions thereof have been approved by a resolution passed by the Remuneration Committee and the Board, and require approval by the shareholders at the General Meeting by a special resolution and approval by the Central Government.

AUDITORS

M/s Agarwal Kejriwal & Co. Chartered Accountants, Statutory Auditors retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration exceeding limits prescribed under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to the Director''s Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) that 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;

(iv) that the directors have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

During the year the Company invited and accepted public deposits on which payment of interest was regular. None of the deposit matured for repayment during the year. The outstanding balance of Public Deposit as at the end of the year was Rs. 1,55,19,000/-. The Company complied with all the applicable provisions of the Company''s (Acceptance of Deposits) Rules, 1975 as amended uptodate.

CASH FLOW STATEMENT

Cash flow statement for the year ended 31.03.2013 is also attached herewith and form part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statement for the Financial Year 2012-13 of the Company and its subsidiary M/s. ABC Skyline Limited has been prepared by the Company in accordance with the requirements of Accounting Standards issued by "The Institute of Chartered Accountants of India". The Audited Consolidated Financial Statements together with Auditors'' Report thereon form part of the Annual Report.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

A. Conservation of Energy:

The Company''s operation involves no energy consumption.

B. Form of Disclosure of particulars with respect to absorption of Technology and Development of R & D

i) Research and Development: The Company does not have any R & D Division and Company''s Operations does not require this type of establishment.

ii) Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.

iii) Foreign Exchange earnings and outgoing : The Company has no activities related to export of its services. The Company earned Foreign Exchange worth Rs.4,55,689/- towards Freight & Rs.16,30,20,000/- towards sale of Investments in Joint Venture during the year (Previous Year- Rs.50,34,956/- towards Freight). Value of imports calculated on 0 I. F. basis by the Company was Rs. 2,34,009/- (Previous Year Rs. 4,47,53,972/-). The Company has spent foreign exchange worth Rs.15,47,258/-. (Previous Year - Rs.20,96,43,995/-) on account of freight paid by overseas constituents on our behalf and/or freight collected by the Company on their behalf and civil/ operational expenses in foreign countries. The Company has incurred Rs.17,54,719/- (Previous Year - Rs.30,19,910/-) by way of foreign tours for business purposes.

AUDIT REPORT

The Auditor''s report does not contain any qualification or adverse comments.

CODE OF CONDUCT

The Board of Directors has laid down a code of conduct applicable to the Board of Directors and Senior Management, which is available on the Company''s website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standards for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchanges, with which the Company is listed, are complied with.

A certificate of compliance from the Auditors together with a report on Corporate Governance forms part of this Report.

INVESTOR SERVICES

In compliance to the requirements of clause 54 of the Listing Agreements with Stock exchanges, the Company has dedicated a column for investor services in its website www.abcindia.com. The company would keep on updating these particulars as and when necessary.

CAUTIONARY NOTE

The statements forming part of the Directors'' Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENTS

The Directors wish to convey their sincere appreciation of all the staff members for their enormous personal efforts as well as their collective contribution to the company''s performance.

The Directors would also take this opportunity to acknowledge the cooperation and assistance of Financial Institutions, Banks and various Central and State Government Departments and Agencies.

Finally, the Directors owe their gratitude to all the Customers and Shareholders for their continued support to the Company and their confidence in its management.

By order of the Board

Place: Kolkata ashish Agarwal

Date : May 25,2013 Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting the 39th Annual Report of the Company together with Audited Accounts for the year ended 31st March 2012:

(Rs. in Lacs)

FINANCIAL RESULTS As on 31.03.2012 Previous Year

Turnover 26142 20731

Profit before Taxation and Depreciation 1499 1268

Depreciation 809 420 (Net of depreciation on revalued assets transferred from Capital Reserve)

Profit before Taxation 690 848

Provision for Taxation 204 295

Profit after Taxation 486 553

Add: Balance of Profit & Loss Account brought forward 1038 884

Less: Tax adjustment for earlier year 12 4

Profit available for appropriation 1535 1433

Appropriation:

Proposed Dividend 81 81

Tax on proposed dividend 13 14

Transfer to General Reserve 300 300

Balance carried forward to Balance Sheet 1141 1038

SERVICES AND EARNINGS

Company's total earnings including other income for the year amounted to Rs.26142 lacs as compared with the previous year total earnings of Rs.20731 lacs.

DIVIDEND

The Directors recommend for your approval for payment of dividend @ Rs.1.50 per Equity Share of Rs.10/- each for the year ending 31.03.2012. (Previous year Rs.1.50 per Equity Share). The total amount of dividend (including Dividend tax thereon) would amount to Rs. 94 lacs (Previous year 95 lacs).

OUTLOOK

During the year under review, the Company could materialise results from its execution of major logistics work in North East India. By execution of such major logistics work the Company has substantially improved its capacities in providing complex logistics solutions to its customer. There was good demand for Company's service in the year with growing industrialisation in North East India. The Company is continuously making sustained marketing efforts reaping its business from ongoing as well as new projects in major infrastructure sectors. The performance of the company in current year and coming years shall continue to depend on continuity of industrial projects, and procurement of orders amidst fierce competition.

Project Cargo Division was successful in converting its strength into business. Petrol Pump segment has shown satisfactory performance. The Company expects to improve its performance in all segments in coming year.

HUMAN RESOURCES .

The Company has trained and developed its human resources to meet the challenges of growing quality perspective and complex logistics requirement of the customers. In view of increased competition, the human resources of the company are geared up to deliver better quality and specialised services both to meet the competition and to satisfy customer requirements.

EMPLOYEES STOCK OPTION SCHEME, 2007

Member's approval was obtained at the Annual General Meeting held on July 31,2007 for introducing of Employees Stock Option Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Options were granted to employees in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (the SEBI Guidelines). The Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme.

The applicable disclosure as at March 31,2012 stipulated under the SEBI Guidelines are given as follows:

a) Options Granted (Including Re-Issue) 1,45,880

b) The Pricing Formula For all option vesting on or before 1st November, 2008 exercise price was Rs. 50/- and for all options vesting after 1st November, 2008 the exercise price shall be Rs. 55/- for each share.

c) Options vested 1,23,230

d) Options exercised 14,870

e) The total number of shares arising as a result of exercise of Options 14,870

f) Options lapsed 1,14,070

g) Variation of the terms of Options None

h) Money realized by exercise of Options Rs.7,90,100/-

i) Total number of Options in force 30,306

j) Employee wise details of Options granted to

1. senior Management personnel

Mr. Binoy Krishna Dhar 3300

Mr. Sunder Gopal Das 910

Mr. Ishwar Chandra Sharma 1080

Mr. V.Chatrapathi 880

Mr. C.K.Ojha 1300

Mr. J.S.Yadav 390

Mr. Parameshwar Lai Tamrayat 430

Mr. M.V.K.S.R. Sharma 310

Mr. Raveender Kr. Sharma 960

Mr. Kamal Kr. Makharia 1190

Mr. Sanjay Agarwal 1020

Mr. R.P.Shah 3600

Mr. Sushil Kumar Pransukhka 2460

Mr. Ved Prakash 1180

Mr. Mihir Mani Tripathi 1280

Mr. Arun Kumar Thirani 1160

Mr. Surendra Pd. Tiwari 510

Mr. Ramesh Kr. Bansal 1030

Mr. Ram Nawal Yadav 670

Mr. T.Chakraborty 1000

Mr. Avdhesh Gautam 400

2. Any other employee who received a grant in any one year of Options amounting to 5% or more of Options granted during that year.

Nil

3. Identified employee who were granted Options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Nil

k) Diluted Earnings Per Share (EPS) before exceptional items pursuant to issue of shares on exercise of Options calculated in accordance with Accounting Standard (AS) 20 'Earnings Per Share'

Rs. 9.19

I) Where the company has calculated the employee compen- sation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so comuted and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

The company has calculated the employee compensation cost using the intrinsic value of the stock option. The effect on the net income and earning per share, had the fair value method been adopted is described below:

Net Income Rs. in lakhs

As reported 486 Add: Intrinsic value compensation cost Nil

Less: Fair value compensation 13

Adjusted Net Income 473

Earning Per Share as reported Rs. 9.19

As adjusted Rs. 8.74

m) Weighted-average exercise prices and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. Weighted average price per option Rs. 55.00

Weighted average fair value per option Rs. 43.43

n) A description of the method and significant assumptions used during the year to estimate the fair values of options.

The fair value of options is estimated using the Black Scholes Option Pricing Model after applying the following key assumptions on weighted average basis

(1) Risk free interest rate 8.00%

(2) Expected life 1.88 years

(3) Expected volatility 30%

(4) Expected dividends 15%

(5) Price of the underlying share in market at the time of option grant Rs.45.10/.Rs.39.00

The Money realised by exercise of options has been utilised in the business of the Company especially for funding capital investments. A certificate from the Auditors in terms of Clause 14 SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,1999, shall be placed before the shareholders at the ensuing Annual General Meeting.

DIRECTORS

Shri Krishan Arya, Dr. Ashok Kumar Agarwal and Shri Ashoke Kumar Dutta retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS

M/s Agarwal Kejriwal & Co. Chartered Accountants, Statutory Auditor retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956. PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration exceeding limits prescribed under section 217 (2A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to the Director's Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgmets and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) that 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;

(iv) that the directors have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

The Company has not invited or accepted any deposits from the public during the year under report.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

A. Conservation of Energy:

The Company's operation involves no energy consumption.

B. Form of Disclosure of particulars with respect to absorption of Technology and Development of R & D

i) Research and Development: The Company does not have any R & D Division and Company's Operations does not require this type of establishment.

ii) Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.

iii) Foreign Exchange earnings and outgoing: The Company has no activities related to export of its services. The Company earned Foreign Exchange worth Rs.50,34,956/- during the year (Previous Year- Rs.53,72,804/-). Value of imports calculated on C. I. F. basis by the Company was Rs.4,47,53,972/- (Previous Year Nil). The Company has spent foreign exchange worth Rs.20,96,43,995/-. (Previous Year - Rs. 7,08,01,165/-) on account of freight paid by overseas constituents on our behalf and/or freight collected by the Company on their behalf and civil/ operational expenses in foreign countries. The Company has incurred Rs.30,19,910/- (Previous Year- Rs.8,93,991/-) byway of foreign tours for business purposes.

AUDIT REPORT

The Auditor's report does not contain any qualification or adverse comments.

CODE OF CONDUCT

The Board of Directors has laid down a code of conduct applicable to the Board of Directors and Senior Management, which is available on the Company's website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

CORPORATE GOVERNANCE

Your Company has always striven to incorporate appropriate standards for good Corporate Governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchanges, with which the Company is listed, are complied with.

A certificate of compliance from the Auditors together with a report on Corporate Governance forms part of this Report.

INVESTOR SERVICES

In compliance to the requirements of clause 54 of the Listing Agreements with Stock exchanges, the Company has dedicated a column for investor sen/ices in its website www.abcindia.com. The Company would keep on updating these particulars as and when necessary.

CAUTIONARY NOTE

The statements forming part of the Directors' Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENTS

The Directors wish to convey their sincere appreciation of all the staff members for their enormous personal efforts as well as their collective contribution to the company's performance.

The Directors would also take this opportunity to acknowledge the co-operation and assistance of Financial Institutions, Banks and various Central and State Government Departments and Agencies.

Finally, the Directors owe their gratitude to all the Customers and Shareholders for their continued support to the Company and their confidence in its management.

By order of the Board

Place: Kolkata Ashish Agarwal

Date : May 28,2012 Managing Director

---

Mar 31, 2010

The Directors hereby present the 37th Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2010:

(Rs. in Lacs)

FINANCIAL RESULTS As on 31.03.2010 Previous Year

Turnover 14677 16364

Profit before Taxation and Depreciation 410 834

Depreciation 241 228

(Net of depreciation on revalued assets

transferred from Capital Reserve)

Profit before Taxation 169 606

Provision for Taxation 61 180

Profit after Taxation 108 426

Add : Balance of Profit & Loss Account brought

forward 865 433

973 859

Less : Tax adjustment for earlier year 28 (6)

Profit available for appropriation 945 865

Appropriation :

Proposed Dividend 27 -

Tax on proposed dividend 4 -

Transfer to General Reserve 30 -

Balance carried forward to Balance Sheet 884 865

SERVICES AND EARNINGS

Companys total earnings including other income for the year amounted to Rs.14,677 lacs as compared with the previous year

total earnings of Rs. 16,364 lacs.

DIVIDEND

The Directors recommend for your approval for payment of dividend @ Rs. 0.50 per Equity Share of Rs. 10/- each for the year ending 31.03.2010. (Previous year Nil). The total amount of dividend including Income Tax thereon would amount to Rs. 31 lacs (Previous year Nil).

OUTLOOK

During the year under review, the Company actively pursued its marketing and operational function to improve its activities in providing logistics solutions to its customers. The demand for such service requirement was subdued in the year due to economic slowdown with apparent recovery from slowdown, the Company is working towards achieving its business from ongoing as well as new projects in major infrastructure sector. However, performance of the company in current year and coming years shall largely depend on improvement in economic situation, and successful completion of jobs in hand.

Project Cargo Division is continuosly thriving to improve its capabilities. Petrol Pump segment has shown satisfactory performance. The Company expects to improve its performance in all segments in coming year.

HUMAN RESOURCES

Training and development of its human resources continued to be an area of prime focues. The Company has developed its human resources to meet the challenges of growing quality perspective by the customers. In view of increased competition in market environment due to economic slowdown, the human resources of the company are being geared up to deliver better quality services to meet the competition.

EMPLOYEES STOCK OPTION SCHEME, 2007

Members approval was obtained at the Annual General Meeting held on July 31,2007 for introduction ot Employees Stock Option Scheme.

Employees Stock Option Scheme was approved and implemented by the Company and Options were granted to employees in accordance with the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, (the SEBI Guidelines). The Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme.

The Applicable disclosure as at March 31,2009, stipulated under the SEBI Guidelines are given as follows:

a) - Options Granted 1,23,230

b) The Pricing Formula

For all option vesting on or before 1st November, 2008,

exercise price is Rs. 50/- and for all options vesting after 1st

November, 2008 the exercise price shall be Rs. 55/- for each share.

c) Options vested 96,758

d) Options exercised Nil

e) The total number of shares arising

as a result of exercise of Options Not Applicable

f) Options lapsed 33,470

g) Variation of the terms of Options None

h) Money realized by exercise of Options Not Applicable

i) Total number of Options in force 89,760

j) Employee wise details of Options granted to

1. Senior Management Personnel

Mr. Binoy Krishna Dhar 3300

Mr. Sunder Gopal Das 910

Mr. Ishwar Chandra Sharma 1080

Mr. V. Chatrapathi 880

Mr. C. K. Ojha 1300

Mr. J. S. Jadav 390

Mr. Parameshwar Lal Tamrayat 430

Mr. M. V. K. S. R. Sharma 310

Mr. Raveender Kr. Sharma 960

Mr. Kamal Kr. Makharia 1190

Mr. Sanjay Agarwal 1020

Mr. R. P. Shah 3600

Mr. Sushil Kumar Pransukhka 2460

Mr. Ved Prakash 1180

Mr. Mihir Mani Tripathi 1280

Mr. Arun Kumar Thirani 1160

Mr. Surendra Pd. Tiwari 510

Mr. Ramesh Kr. Bansal 1030

Mr. Ram Nawal Yadav 670

Mr. T. Chakraborty 1000

Mr. Avdhesh Gautam 400

2. Any other employee who received a grant in any Nil

one year of Options amounting to 5% or more of

Options granted during

that year.

3. Identified employee who were granted Options, Nil

during any one

year, equal to or exceeding 1% of the issued capital (excluding

outstanding warrants and conversions) of the

Company at the time of

grant.

k) Diluted Earnings Per Share (EPS) before Not Applicable

exceptional items pursuant to issue of

shares on exercise of Options calculated in accordance with Accounting

Standard (AS) 20 Earnings Per Share

I) Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed.

The company has calculated the employee compensation cost using the intrinsic value of the stock option. The effect on the net income and earning per share, had the fair value method been adopted is described below :

Net Income Rs. in Lakhs

As reported 108

Add: Intrinsic value

compensation cost Nil

Less : Fair value compensation 57

Adjusted Net Income 51

Earning Per Share as reported Rs. 1.48

As adjusted Rs. 0.41

Weighted average price per option Rs. 53.01

Weighted average fair value per option Rs. 63.87

m) Weighted-average exercise prices and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock.

n) A description of the method and significant assump- tions used during the year to estimate the fair values of options.

The fair value of options is estimated using the

Black Scholes Option Pricing Model after applying the following key assumptions on weighted average basis

(1) Risk free interest rate 8.00%

(2) Expected life 1.38 years

(3) Expected volatility 30%

(4) Expected dividends Nil

(5) Price of the underlying share

in market at the

time of option grant Rs.45.10/Rs. 39

A certificate from the Auditors in terms of Clause 14 SEBI (Employees Stock Option Scheme and Employees Stock Purchase

Scheme) Guidelines, 1999, shall be placed before the shareholders at the ensuring Annual General Meeting.

DIRECTORS

Dr. Debasis Sengupta, Shri Ashoke Kumar Dutta and Dr. Ashok Agarwal retire by rotation and being eligible, offer themselves for reappointment.

AUDITORS

M/s. Agarwal Kejriwal & Co., Chartered Accountants, Statutory Auditor retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a Certificate from the auditors to the effect that their reappointment, if made, will be in accordance with the provisions of Section 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees of the Company were in receipt of remuneration exceeding limits prescribed under Section 217(2 A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) that the directors had 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;

(iv) that the directors had prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

No public deposit were invited or accepted during the year under report.

INFORMATION REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES 1988.

A. Conservation of Energy: The Companys operation involves no energy consumption.

B. Form of Disclosure of particulars with respect to absorption of Technology and Development of R & D.

i) Research and Development: The Company does not have any R&D Division and Companys Operations does not require this type of establishment.

ii) Technology absorption, adoption and innovation: The Company has not imported any technology due to its nature of operation.

iii) Foreign Exchange earnings and outgoing : The Company has no activities related to export of its services.

The Company earned Foreign Exchange worth Rs. 37,94,878/- during the year (Previous year - Rs. 1,01,41,365/-). The

Company has remitted foreign exchange worth Rs. 18,52,213/- (Previous year - Rs. 2,32,098/-) on account of freight paid by overseas constituents on our behalf and/or freight collected by the Company on their behalf. The Company has also incurred Rs. 17,47,201/- (Previous year - Rs. 48,-50,345/-) by way of foreign tours for business purposes.

AUDIT REPORT

About the observations made by auditors in Clause (xxi) of Annexure to their report, the board of directors wish to state that appropriate legal action have been taken in the matter.

CODE OF CONDUCT

The Board of Directors has laid down a code of conduct applicable to the Board of Directors and Senior Management, which is available on the Companys website. All Board Members and Senior Management personnel have affirmed compliance with the code of conduct.

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standards for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreements of the Stock Exchanges, with which the Company is listed, are complied with.

A certificate of compliance from the Auditors together with a report on Corporate Governance forms part of this Report. CAUTIONARY NOTE

The statements forming part of the Directors Report may contain certain forward looking statements within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

ACKNOWLEDGEMENTS

Your Directors wish to record their sincere appreciation of the efforts put in by all the staff members of your Company and of their commitment during the period.

Your Directors also take this opportunity to acknowledge the cooperation and assistance of Financial Institutions, Banks and various Central and State Government Departments and Agencies.

Finally, your Directors owe their gratitude to all the Customers and Shareholders for their continued support to the Company.



By order of the Board

Place: Kolkata Ashish Agarwal

Date : July 12,2010 Managing Director