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A B M International Ltd.

BSE: 533028 Sector: Others
NSE: ABMINTLTD ISIN Code: INE251C01017
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A B M International Ltd. (ABMINTLTD) - Director Report

Company director report

To

The Members

ABM International Limited

The Directors are pleased to present their report on the affairs of the CompanyFinancial Year ended 31st March 2016.

FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR
2015-2016 2014-2015
(Rs.) (Rs.)
Turnover 1082175630 1559455870
Profit before depreciation 13505435 12671679
Depreciation 1972281 2083673
Net Profit after depreciation 11533153 10588005
Provision for taxation (Net) (3919987) (3999877)
Net Profit(Loss) for the year after tax 7613166 6588128
Surplus brought forward from previous year 107757506 101806155
Surplus available for Appropriation 115370672 108394283
Appropriation General Reserve
Proposed Dividend (490000)
Tax on proposed dividend (99754)
Additional Depreciation pursuant to change in lives of Assets as per Companies Act 2013 -- (636777)
Balance carried over to next year 114780918 107757506

KEY HIGHLIGHTS

The turnover for the year under review has decreased to Rs. 108.22 Cr. in 2015-16 asagainst Rs. 155.95 Cr. in 2014-15 resulting in a decline of 30.60%. However the NetProfit for the year increased to Rs. 76.13 Lakhs in 2015-16 from Rs. 65.88 Lakhs in theprevious year.

The Earning per share (EPS) for the year is Rs.3.88 per share as compared to Rs 3.36per share of the previous year.

DIVIDEND

Your Directors in their meeting held on 28th May 2016 have recommendeddividend of Rs. 0.25 per Equity Share for the Financial Year ended March 31 2016. Thetotal Dividend appropriation for the financial year 2015-16 is Rs. 490000. The dividendpayout is subject to approval of members at the ensuing Annual General Meeting to be heldon 20th September 2016 and will be paid on and from September 21 2016.

The Register of Members and Share Transfer Books will remain closed from 19thSeptember 2016 to 20th September 2016 for the purpose of payment of the finaldividend for the financial year 2015-16.

The dividend will be paid to members whose name appear in the Register of members ofthe Company as at the close of business hours on September 20 2016 after giving effectto all valid transfers in physical form lodged with the Company and/or its Registrar andTransfer Agent; and

In respect of shares held in electronic form to all beneficial owners as per thedetails furnished by NSDL and CDSL at the close of business hours on September 20 2016.

TRANSFER TO RESERVES

During the year under review the company has not transferred any amount to the GeneralReserve.

DEPOSITS

Your Company has neither accepted nor received any fixed deposits which wereoutstanding as of the Balance Sheet date.

STATE OF COMPANY’S AFFAIR

The company is primarily engaged in import of plastic raw materials and has continuedwith this business in the current year also. The decline in the sales is due tounfavorable domestic demands and high global prices. Your board is hopeful that during thecurrent year your company will do better.

LISTING STATUS

Company had applied for the Listing of 1960000 equity shares of Rs. 10/- each of theCompany in conformity of listing requirement of the National Stock Exchange of IndiaLimited (NSE) and executed a fresh listing agreement with NSE with the approval of Boardof Directors at their meeting held on 27th January 2016. The Company receivedthe letter of approval for listing of shares on June 14 2016 and the shares are nowadmitted for dealing and trading on the exchange w.e.f. June 14 2016 as per the detailsgiven below:

Sr. No. Description of Security Symbol No. of Securities Distinctive Number Range Mkt Lot
1 Equity Shares of Rs. 10/- each ABMINTLTD 1960000 1 to 1960000 1

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There are no material changes affecting the affairs of the company which have occurredbetween the end of the financial year of the company to which the financial statementsrelate and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business during the financial year underreview.

NUMBER OF MEETINGS OF THE BOARD

The Board met 8 (eight) times during the Financial Year 2015-16 on 18th May19th June 9 th July 30th July 24th September28th October and 18th November in the year 2015 and 27th Januaryin the year 2016.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

During the year Mr. Sunil Gupta was appointed as Additional Director w.e.f. 24thSeptember 2015 based on the recommendations of the Nomination and RemunerationCommittee who shall hold office upto the date of ensuing Annual General Meeting.

Mr. Kawaljit Singh Bhatia who ceased to be a Director on the Board w.e.f. 24thSeptember 2015 as per section 161 of the Companies Act 2014 was further appointed asAdditional Director w.e.f. 28th October 2015 based on the recommendations ofthe Nomination and Remuneration Committee of the Company who shall hold office upto thedate of ensuing Annual General Meeting.

As per the provisions of the Companies Act 2013 Mrs. Sangeeta Gandhi would retire atthe ensuing Annual General Meeting and being eligible offers herself for re-appointment.The Board recommends her re-appointment for approval of the members in the forthcomingAnnual General Meeting.

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company are Mr. Virender Kumar Gandhi Managing Director Mrs.Sangeeta Gandhi Whole Time Director and Chief Financial Officer and Ms. Puneeta AhujaCompany Secretary. There has been no change in the Key Managerial Personnel during theyear.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of section 149 of the Companies Act 2013 Mr. Suresh SinghVirendranath Rana and Mr. Mannapra Sundara Venkateswaran were appointed as independentdirectors at the annual general meeting of the Company held on September 19 2014. Theyhave submitted a declaration that each of them meets the criteria of independence asprovided in section 149(6) of the Act and there has been no change in the circumstanceswhich may affect their status as independent director during the year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there is no material departures;

(b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitof the company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) they had prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.

(f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 isfurnished in Annexure A attached to this Report.

AUDITORS & AUDITORS REPORT Statutory Auditors

M/S Salarpuria & Partners Chartered Accountants are eligible for reappointment tohold office from the conclusion of this Annual General Meeting to the conclusion of nextAnnual General Meeting. A written declaration has already been received from them that ifappointed their re-appointment will be within the limits specified under Section 141 ofthe Companies Act 2013. Accordingly the Board recommends their reappointment at thisAGM.

Auditors Report does not contain any observation(s)/qualification(s) hence same doesnot call for any explanation. The Auditors’ Report is enclosed with the financialstatements in the Annual Report.

Secretarial Auditors

Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company with theapproval of the Board appointed Shri Rupinder Singh Bhatia (PCS No. 2514) PracticingCompany Secretary to conduct the Secretarial Audit of the Company for the financial year2015-16 as required under Companies Act 2013. The Secretarial Audit Report forms part ofthe Annual Report Annexure B to the Board’s Report.

The Secretarial Audit Report contains a qualification that 5.86% of promoter’sshareholding as on 31.03.2016 is still in physical form which is in contravention tocompliance of Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

With reference to the above remark your management explains that due to certainprocedural formalities there is delay in the process of dematerialization of such share.Further the company shall comply with the requirement soon.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company’s operations in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis reportis attached and forms part of this report.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. The Company’s Internal Control Systems arecommensurate with the nature of its business and the size and complexity of itsoperations.

RISK MANAGEMENT

Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has developed andimplemented the Risk Management Policy for the Company including identification therein ofelements of risk if any which is in the opinion of the Board may threaten the existenceof the Company. These are discussed at the meeting of the Audit Committee.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 of the Companies Act2013

The company has not made any loan investment or guarantee under Sec 186 of theCompanies Act 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013 every companyhaving net worth of Rupees Five Hundred Crore or more or turnover of Rupees One ThousandCrore or more or a net profit of Rupees Five Crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board and shall formulate aCorporate Social Responsibility Policy. Your Company is not falling under the preview ofsaid section during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review the Company has not entered into any related partytransaction falling under sub-section (1) of Section 188 of the Companies Act 2013. Formfor disclosure of particulars of contracts/arrangements as required under clause (h) ofsub-section (3) of section 134 of the Act read with Rule 8(2) of the Companies (Accounts)Rules 2014) is provided in the Board Report in the form AOC 2 as Annexure C.

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has one Associate as on March 31 2016. There is no Subsidiary or JointVenture of the Company. Pursuant to the provisions of Section 129(3) of the Companies Act2013 read with Rule 5 of Companies (Accounts) Rules 2014 a statement containing salientfeatures of the financial statements of the Company’s subsidiaries associates andjoint venture companies in Form AOC-1 is attached as Annexure D.

PERFORMANCE AND CONTRIBUTION OF ASSOCIATE COMPANY

COMPOSITION OF COMMITTEES

Audit Committee

As per the provisions of Section 177 of the Companies Act 2013 your Company hasConstituted Audit committee. The Company’s Audit Committee comprise of all theIndependent Directors. All the members of the Committee have relevant experience infinancial matters. The details of the composition of the Committee are set out in thefollowing table:

S. No. Name Designation
1. Mr. M. S. Venkateswaran Chairman
2. Mr. Suresh Singh Virendranath Rana Member
3. Mr. Kawaljit Singh Bhatia Member

Nomination and Remuneration Committee

As per the provisions of Section 178 of the Companies Act 2013 your Company hasConstituted Nomination and Remuneration committee. The Company’s Nomination andRemuneration Committee comprise of all non executive Independent Directors. The details ofthe composition of the Committee are set out in the following table:

S. No. Name Designation
1. Mr. M. S. Venkateswaran Chairman
2. Mr. Suresh Singh Virendranath Rana Member
3. Mr. Kawaljit Singh Bhatia Member

POLICY ON DIRECTORS’APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directorsto maintain independence of the Board and separate its function of governance andmanagement. As on March 31 2016 the Board consists of six members two of whom areexecutive directors and four are non executive independent directors.

The Policy of the Company on director’s appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on the Company website (www.abmintl.in). There has been no change inthe policy since the last financial year. We affirm that the remuneration paid to theDirectors is as per the terms laid out in the Nomination and Remuneration policy of theCompany.

ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns as approved by Board on recommendation of Audit Committee and thesame is uploaded on the company’s website www.abmintl.in. There has been no changeduring the financial year 2015-16 to the Policy adopted by the company.

FORMAL ANNUAL EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees’ effectiveness

• Peer evaluation

The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The evaluation of all the directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board and expressed its satisfaction.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 compliance with the Corporate Governance provisions as specified inregulation 17 to 27 and clause (b) to (i) of the sub-regulation (2) of regulation 46 andPara C D and E of Schedule V shall not apply to the company having paid up equity sharecapital not exceeding Rs. ten Crore and net worth not exceeding Rs. twenty five Crore ason the last day of the previous financial year. The Company is covered under the limit asprescribed in Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 therefore Company is not require to comply with the said provisions.

PRTICULARS OF EMPLOYEES

Information required with respect to Section 197(12) of the Companies Act 2013 ReadWith Rule 5(1) Of The Companies (Appointment And Remuneration Of Managerial Personnel)Rules 2014

(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year under review

Name of Director / KMP Ratio of Remuneration of each Director to median remuneration of Employees Percentage increase in Remuneration
Mr. Virender Kumar Gandhi (MD) 14.3:1 -.
Mrs. Sangeeta Gandhi (WTD & CFO) 2.7:1 -
Mr.Suresh Singh Virendra Nath Rana (Director) 0.0060:1 -
Mr. M. S. Venkateswaran (Director) 0.010:1 -
Mr. Kawaljit Singh Bhatia (Additional (Director) 0.0075:1 -
Mr. Sunil Gupta (Additional Director) 0.0045:1 -
Ms. Puneeta Ahuja (Company Secretary) - 10

(ii) The Median Remuneration of Employees is Rs. 3 32400 and Rs. 3 01 290 in year2016 and 2015 respectively.

The percentage increase in the median remuneration of Employees for the financial year2016 as compared to year 2015 is 10.36%.

(iii) The Company has 8 permanent Employees on the rolls of Company as on 31st March2016.

(iv) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration The averagepercentage increase made in the salaries of total employees other than the Key ManagerialPersonnel for Financial year 2016 was around 10 % in the last financial year while theaverage increases in the remuneration of the Key Managerial Personnel (Company Secretary)was10% in the last financial year. There was no increase in the Salaries of MD WTD andCFO during the period 2015-16.

(v) Affirmation that the remuneration is as per the remuneration policy of the CompanyThe Company affirms remuneration is as per the remuneration policy of the Company.

Information required with respect to Section 197(12) of the Companies Act 2013 ReadWith Rule5(2) Of The Companies (Appointment And Remuneration Of Managerial Personnel)Rules 2014

Details of Employees in terms of remuneration drawn *

Employee Name Designation Gross Remuner- Nature of employ- ment Qualification Experience Year of commencement of employment Age Last employment % of Equity Shares Weather employee is relative of Director or Manager
ation (Rs.) (in years)
Mr. Virender Kumar Gandhi Managing Director 4753723 Permanent Graduate 54 1962 75 NA 40.19 Relative of Mrs. Sangeeta Gandhi (Whole Time Director)
Mrs. Sangeeta Gandhi Whole Time Director 900000 Permanent Graduate 21 1996 43 NA 11.30 Relative of Mr.Virender Kumar Gandhi (Managing Director)
Mr. V. Mahalingam Manager (Operations) 330680 Permanent Graduate 48 1985 67 NA NIL NIL
Mr. Sita Ram Manager (Liaision) 333200 Permanent Graduate 20 2002 44 NA NIL NIL
Mr. Sushil Gambhir Manager (Accounts) 328800 Permanent Graduate 15 2006 38 NA NIL NIL
Ms. Puneeta Ahuja Company Secretary 241895 Permanent GraduateCS 3 2014 29 NA NIL NIL
Mr. Vijay Kumar Driver 192107 Permanent Metric 15 2004 49 NA NIL NIL
Mr. Ratneshwar Jha Supervisor 146869 Permanent Metric 25 1995 56 NA NIL NIL

* The Company has 8 permanent employees on the rolls of Company as on 31st March 2016.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

(A) Conservation of energy-

(i) the Steps taken or impart on conservation of energy :- NA

(ii) the Steps taken by the company for utilizing alternate sources of energy:- NA

Since your company does not have any factory or other thing where heavy power is usedtherefore no information is required to be given.

(iii) the Capital Investment on energy conservation equipments:- NIL

(B) Technology absorption

(I) the efforts made towards technology absorption:- NIL

(ii) the benefits derived:- NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Amount in Rs.)

S. No. PARTICULARS CURRENTYEAR PREVIOUSYEAR
1. Foreign Exchange Earnings NIL NIL
2. Foreign Exchange Outgo 1012131 300223
3. F.O.B. Value of Exports NIL NIL
4. C.I.F. Value of Imports 1056568207 1551523552

ACKNOWLEDGEMENTS

The Board of Directors acknowledges with gratitude the co-operation extended by theCompany’s Bankers and also appreciates the continued trust and confidence reposed bythe Shareholders in the management. They also place on record their appreciation for thevaluable contribution and whole hearted support extended by the Company’s employeesat all levels.

Place: New Delhi Virender Kumar Gandhi
Date : 28th July 2016 Chairman and Managing Director
Registered Office: DIN No. 00244762
10/60 Industrial Area Kirti Nagar Resi. Add. : D-1/16 Vasant Vihar
New Delh-110015
New Delhi-110057
Tel: 011-41426055
E-mail: abmintl@vsnl .com
Website: www.abmintl.in
Corporate Identification Number (CIN):L51909DL1983PLC015585