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A B M International Ltd.

BSE: 533028 Sector: Others
NSE: ABMINTLLTD ISIN Code: INE251C01025
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A B M International Ltd. (ABMINTLLTD) - Director Report

Company director report

To

The Members

ABM International Limited

The Directors have pleasure in presenting the 38thAnnual Report of thecompany together with the financial statements for the year ended on 31stMarch 2021.

FINANCIAL PERFORMANCE OF THE COMPANY:

During the Financial Year 2020-2021 The Financial position of the Company is as under:

(Rs. in lakhs)
Particulars Year ended Year ended Year ended Year ended
31stMarch 2021 31stMarch 2020 31stMarch 2021 31stMarch 2020
Standalone Consolidated
Turnover 12861.65 9770.86 12956.77 9839.18
Profit before depreciation 1194 (182.67) 1194 (182.17)
Depreciation 6.96 79.40 6.96 79.40
Net Profit after depreciation 1187.04 (262.07) 1187.04 (262.07)
Provision for taxation (Net) 170.52 216.04 170.52 216.04
Net Profit(Loss) for the year after tax 1016.52 (478.11) 1016.52 (478.11)
Share of Profit/(loss) Associates (0.97) (2.33)
Surplus brought forward from previous year (446.36) 31.75 (56.46) 423.99
Surplus available for Appropriation 570.16 (446.36) 959.09 (56.46)
Proposed Dividend
Tax on proposed dividend
Balance carried over to next year 570.16 (446.36) 959.09 (56.46)

KEY HIGHLIGHTS

Your Company's performance during the year under report has overall improved.During theperiod the turnover for the year under review has increased to Rs. 128.62 Cr. in2020-2021 as against Rs. 97.70 Cr. in 2019-2020. However The Company has earned profit ofRs. 10.16 Cr. The company has recorded earned profit of Rs. 10.16 Cr. in the year2020-2021as compared to net loss of Rs. 4.78 Cr in the previous year 2019-2020.

The Earning per share (EPS) for the year is Rs. 8.62 per share as compared to Rs(4.14)per share of the previous year.

DIVIDEND:

The Directors have not recommended any dividend for this financial year.

RESERVES:

Taking into account overall financial performances of the Company your Directors havenot transferred any amount to General Reserve Account.

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. Your board is hopeful that during the currentyear your company will do better.

SCHEME OF REDUCTION OF SHARE CAPITAL

The Board of Directors at their meeting held on August 22 2020 approved the Schemefor Reduction of Capital under Section 66 of the Companies Act 2013. The Scheme issubject to approval of the shareholders Hon'ble National Company Law Tribunal("NCLT") New Delhi and all other regulatory approvals.

Considering the future prospects of growth and value addition to the Company and itsShareholders it was proposed to re-align the relationship between its capital and assetsin accordance with Section 66 of the Companies Act 2013 read with the National CompanyLaw Tribunal (Procedure for reduction of share capital of Company) Rules 2016 and otherapplicable provisions of the Companies Act 2013 (to the extent applicable) and subjectto the consent of the Shareholders NCLT and other statutory authorities as and whereapplicable by writing-off the accumulated losses of Rs. 23520000 against the paid-upshare capital to have a rational structure which is commensurate with its remainingbusiness and assets.

Hence the proposed Scheme which was approved by the Board of Directors of the Companyprovided for Reduction of equity share capital of the Company in accordance with Section66 & 61 of the Companies Act 2013.

The capital structure of the Company pre and post-scheme is reflected in the tablebelow:

Sl.No. Category Pre-Scheme Post-Scheme
(Equity Shares of Rs. 10 each) (Equity Shares of Rs. 10 each)
No. of Shares % No. of Shares %
1. Promoter 8784240 74.70 7027392 74.70
2. Non-Promoter (Public) 2975760 25.30 2380608 25.30
Total 11760000 100.00 9408000 100.00

In terms of the MCA General Circular No. 14/ 2020 dated April 8 2020 the GeneralCircular No. 17/ 2020 dated April 13 2020 General Circular No. 22/2020 dated June 152020 and General Circular No. 33/ 2020 dated September 28 2020 ("MCACirculars")in view of the current extraordinary circumstances due to the COVID-19pandemic requiring social distancing Companies are advised to take all decisionsrequiring members' approval other than items of ordinary business or business where anyperson has a right to be heard through the mechanism of Postal Ballot/ e-voting inaccordance with the provisions of the Act and Rules made thereunder without holding ageneral meeting that requires physical presence of members at a common venue.

Pursuant to Section 110 of the Companies Act 2013 and the Rules provided thereunderthe Company proposed passing of resolutions by Postal Ballot for obtaining the consent ofthe shareholders for the Scheme for reduction of Capital.

The Company had sent the Postal Ballot Notice dated November 23 2020 by email to allits members who have registered their email addresses with the Company or depository/depository participants and the communication of assent/ dissent of the members took placethrough remote e-voting system. The e-voting period for the Postal Ballot commenced onSaturday November 28 2020 from 9.00 a.m. (IST) and ended on Sunday December 27 2020 at5.00 p.m (IST). The Company appointed Mr. Mohit Mehta. (Membership No.46893 andCertificate of Practice No. 17160) proprietor M/s Mohit Mehta &Assocites PracticingCompany Secretaries as the Scrutinizer for conducting the meeting only through theelectronic voting process in a fair and transparent manner.

Please refer http://www.abmintl.in/Postal-Ballot.aspx for the Postal Ballot notice andthe procedure for e-voting. The Resolution for reduction of the share capital of theCompany was approved with requisite majority and the results were displayed on the websiteof the Company at http://www.abmintl.in/Postal-Ballot.aspx necessary disclosures were madeto the Stock Exchange.

Subsequently the Company has made an application before the Hon'ble National CompanyLaw Tribunal New Delhi seeking their approval to the Scheme.

The Company had filed the petition with the Honorable National Company Law TribunalNew Delhi Bench on 9th January 2021 for Reduction of Equity Share Capitalunder Section 66 of the Companies Act 2013 read with NCLT (Procedure for Reduction ofShare Capital) Rules 2016. The Honorable NCLT vide its order dated 6th July2021 has reduced the Equity share Capital of the Company from Rs. 117600000/- (RupeesEleven Crores Seventy-Six Lacs Only) divided into 11760000(One Crore Seventeen LacsSixty Thousands) equity shares of Rs. 10/- each to Rs. 94080000 (Nine Crore Forty LacsEighty Thousand) divided into 9408000 (Ninety Four Lacs Eight Thousand ) equity shares ofRs. 10/-.

The Company had fixed 28th July 2021 as the Record date for the purpose ofgiving effect to the Reduction of Capital as approved by Honorable NCLT. Subsequently theCompany had obtained Listing approval from National Stock Exchange Limited pursuant toReduction of Capital vide its letter dated 20th August 2021 for Listing of9408000 Equity Shares of Rs. 10/- each bearing Distinctive nos. 1 –9408000. As on thedate of Signing this Report the Company has started process to take trading approvalhowever requisite approval is pending.

CHANGE IN THE NATURE OF BUSINESS:

During the financial year under review no changes have occurred in the nature of theCompany's business.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE DIRECTOR REPORT:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year and date of thedirector report of the Company to which the financial statements relates.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENT:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors and the reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year2020-2021.

SECRETARIAL STANDARD:

The Company complies with all applicable mandatory secretarial standards issued by theinstitute of Company Secretary of India.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHERMATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178:

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report andalso available on the Company website http://www.abmintl.in.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

As on March 31 2021 the Company has only one Associate Company i.e. Prisha PromotersPrivate Limited. In accordance with Section 129(3) of the Companies Act 2013 the Companyhas prepared a consolidated financial statement of the Company and its Associate Company.The Company holds 49.64% equity in Prisha Promoters Private Limited and posted a net lossof Rs. 1.95 Lakhs during the year ended March 31 2021.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 the statement containing salient features of the financialstatements of the Company's Subsidiaries' Associates' and Joint Ventures in Form AOC-1 isattached as "Annexure A".

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not given any Loan any guarantee and security in connection with aLoan to any other body corporate or person and has not acquired by way of subscriptionpurchase or otherwise the securities of any other body corporate.

DEPOSITS:

During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V- Acceptance of Deposits by Companies of the CompaniesAct 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

AUDITORS AND AUDITORS' REPORT: (1) STATUTORY AUDITORS:

The Report given by M/s. Rajan Goel & Associates Chartered Accountants (FirmRegistration No: 004624N) Statutory Auditors on the financial statements of the Companyfor the Financial year 2020-2021 is part of Annual Report. The Notes on financialstatements referred to in Auditor's Report are self-explanatory and do not call for anyfurther comments. There has been no qualification reservation or adverse remark ordisclaimer in their Report on Financial Statement for F.Y. 2020-2021.

(2) SECRETARIAL AUDITORS: a. Pursuant to the provisions of Section 204 of the Act andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company had appointed M/s Mohit Mehta & Associates aCompany Secretaries to undertake the Secretarial Audit of the Company for the year ended31st March 2021. The Secretarial Audit Report is annexed as "AnnexureB".

The Secretarial Audit Report for the financial year ended 31st March 2021 does notcontain any qualification reservation adverse remark or disclaimer. b. The secretarialAuditor of the company M/s Mohit Mehta & Associates has issued a certificate that noneof Director on the Board of the Company have been Debarred or disqualified from beingappointed or continuing as a directors of the Companies by the board/Ministry of CorporateAffairs or any such statutory authority.

(3) INTERNAL AUDITOR

As per section 138 of the Companies Act 2013 the Company is required to have InternalAuditor. In this connection the Board of Directors of the Company has on therecommendation of the Audit Committee approved the appointment of M/s. Pawan N. Gupta& Associates as the Internal Auditor of the Company.

REPORTING OF FRAUD BY AUDITORS

During the year under review neither the Statutory Auditors nor the SecretarialAuditors has reported to the Audit Committee under section 143(12) of the Companies Act2013 any instance of fraud committed against the Company by its officer or employees thedetails of which would need to be mentioned in the Board's Report.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2021 was 11.76 Crores. During theyear under review the Company has not issued any shares.

The Company has not issued shares with differential voting rights. It has neitherissued employee stock options nor sweat equity shares and does not have any scheme to fundits employees to purchase the shares of the Company.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for FY 2020-21 is available on Company'swebsite at https://www. Abmintl.in.

The extracts of Annual Return in Form MGT – 9 pursuant to the provisions ofSection 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014for the Financial Year 2020-2021 is furnished in "Annexure-C" and is attached tothis report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy-

(i) The steps taken or impart on conservation of energy: N.A.

(ii) The steps taken by the company for utilizing alternate sources of energy: N.A.(iii) The capital investment on energy conservation equipment: NIL

(B) Technology absorption-

(i) The efforts made towards technology absorption: NIL. (ii) The benefits derived: NIL

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): NIL (iv) The expenditure incurred on Researchand Development: NIL

(C) Foreign exchange earnings and Outgo-

S.NO. Particulars 2020-2021 2019-2020
1. Foreign Exchange Earnings NIL NIL
2. Foreign Exchange Outgo NIL 1.77
3. F.O.B. Value of Exports NIL NIL
4. C.I.F Value of Imports 9781.17 8070.48

CORPORATE SOCIAL RESPONSIBILITY:

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company has received the necessary declaration from each Independent Directors inaccordance with Section 149(7) of the Companies Act 2013 that he meets the criteria ofindependence as laid out in sub-section (6) of Section149 of the Companies Act 2013. a)Pursuant to provisions of Section 152 of Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Sangeeta Gandhi (DIN:00265593) Director of the Company isliable to retire by rotation and being eligible offer herself for re-appointment. b) Mr.Premendra Ojha (DIN 02810137) was appointed as Additional Independent Directors witheffect from August 11 2020. A resolution seeking shareholders' approval for hisappointmenthad been passed in the 37th Annual General Meeting. c) As per the provisions ofSections 196 197 of the Companies Act 2013 read with Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 Mrs. Sangeeta Gandhi was re-appointedas Whole Time Director of the Company for a period of 3 years w.e.f 1stOctober2021 subject to approval in this Annual General Meeting.

Pursuant to the provisions of section 203 of the Act the key managerial personnel ofthe Company are -Mr. Virender Kumar Gandhi Managing Director Mr. Vishwanatha MahalingamChief Financial Officer and Mr. Amit Kumar Company Secretary & Compliance Officer.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

Eight meetings of the board were held during the year. For details of the meetings ofthe board please refer to the corporate governance report which forms part of thisreport.

BOARD EVALUATION:

In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a meeting of the Independent Directors of theCompany was held on 26th March 2021 wherein the performance of the non-independentdirectors including Chairman was evaluated.

The Board based on the recommendation of the Nomination and Remuneration Committee("NRC") evaluated the effectiveness of its functioning and that of theCommittees and of individual directors by seeking their inputs on various aspects ofBoard/Committee Governance. The aspects covered in the evaluation included thecontribution to and monitoring of corporate governance practices participation in thelong-term strategic planning and fulfillment of Director's obligations and fiduciaryresponsibilities including but not limited to active participation at the Board andCommittee Meetings.

AUDIT COMMITTEE:

The Company being a Listed Company was required to constitute an Audit Committee underSection 177(1) of the Companies Act 2013 and Rule 6 of the Companies (Meetings of Boardand its Powers) Rules 2014. The Composition of the Audit Committee is provided in theCorporate Governance Report forming part of this report. All the recommendations made bythe Audit Committee were accepted by the Board.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company was required to constitute a Stakeholders Relationship Committee underSection 178(5) of the Companies Act 2013. The Composition of the StakeholdersRelationship Committee is provided in the Corporate Governance Report forming part of thisreport.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and as perthe listing regulations the Company has adopted a Whistle Blower Policy which providesfor a vigil mechanism that encourages and supports its Directors and employees to reportinstances of unethical behavior actual or suspected fraud or violation of the Company'sCode of Conduct or Ethics Policy. It also provides for adequate safeguards againstvictimization of persons who use this mechanism. The policy adopted by the company is alsoposted on the website of the company www.abmintl.in.

NOMINATION AND REMUNERATION COMMITTEE:

The Company being a Listed Company was required to constitute a Nomination andRemuneration Committee under Section 178(1) of the Companies Act 2013 and Rule 6 of theCompanies (Meetings of Board and its Powers) Rules 2014. The Composition of theNomination and Remuneration Committee is provided in the Corporate Governance Reportforming part of this report.

Remuneration of the Key Managerial Personnel and Employees of the Company is based onthe performance of the company. Remuneration of the employees are revised on timely basisand based on their performances. The company generally sees the ability and review theperformance of the candidate before the appointment of the Director.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 for the Financial Year 2020-2021 in theprescribed format Form AOC-2 has been enclosed with the report as "ANNEXURE D".

RISK MANAGEMENT POLICY:

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. The AuditCommittee reviews adequacy and effectiveness of the Company's internal control environmentand monitors the implementation of audit recommendations including those relating tostrengthening of the Company's risk management policies and systems.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review the Company did not receive anycomplaint.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that theyfulfill the criteria of independence as stipulated in Section 149(6) of the Companies Act2013 so as to qualify themselves for their continuance as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 none of the employees drawing remuneration in excess of the limitsset out in the said Rules.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 has been enclosed with the report as

"ANNEXURE E".

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI.

A separate report on Corporate Governance along with Auditor's Certificate on itscompliance is annexed to this report."ANNEXURE F" DIRECTORS' RESPONSIBILITYSTATEMENT:

Accordingly pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm that: a) inthe preparation of the annual financial statements for the year ended March 31 2021 theapplicable Accounting Standards had been followed along with proper explanation relatingto material departures. b) for the financial year ended March 31 2021 such accountingpolicies as mentioned in the Notes to the financial statements have been appliedconsistently and judgments and estimates that are reasonable and prudent have been made soas to give a true and fair view of the state of affairs of the Company and of the profitof the Company for the year ended March 31 2021. c) that proper and sufficient care hasbeen taken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities. d) the annual financialstatements have been prepared on a going concern basis. e) that proper internal financialcontrols were followed by the Company and that such internal financial controls areadequate and were operating effectively. f) That proper systems to ensure compliance withthe provisions of all applicable laws were in place and that such systems were adequateand operating effectively.

ACKNOWLEDGEMENT:

The Board appreciates and places on record the contribution made by the employeesduring the year under review. The Board also places on record their appreciation of thesupport and co-operation of all stakeholders particularly shareholders bankers financialinstitutions customers suppliers and business partners.

By order of the Board of Directors of
ABM INTERNATIONAL LIMITED
SANGEETA GANDHI VIRENDER KUMAR GANDHI
(WHOLE-TIME DIRECTOR) (MANAGING DIRECTOR)
DIN:00265593 DIN:00244762
Date: 02.09.2021
Place: New Delhi

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