ABM International Limited
The Directors are pleased to present their report on the affairs of the Company alongwith the audited financial statements for Financial Year ended 31st March 2019.
(Rupees in Lacs)
|FINANCIAL RESULTS ||CURRENT YEAR ||PREVIOUS YEAR |
| ||2018-2019 ||2017-2018 |
| ||(Rs.) ||(Rs.) |
|Turnover ||7736.96 ||8860.87 |
|Profit before depreciation ||(219.52) ||116.51 |
|Depreciation ||18.76 ||22.92 |
|Net Profit after depreciation ||(238.28) ||23.07 |
|Provision for taxation (Net) ||61.57 ||(44.62) |
|Net Profit(Loss) for the year after tax ||(176.59) ||(21.55) |
|Surplus brought forward from previous year ||208.47 ||230.01 |
|Surplus available for Appropriation ||31.76 ||208.47 |
|Proposed Dividend || || |
|Tax on proposed dividend || || |
|Balance carried over to next year ||31.76 ||208.47 |
ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)
Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015 witheffect from April 1 2016.
During the period under review the turnover of the Company has decreased to Rs. 77.36Crores as against Rs. 88.61 Crores in 2017-18 resulting in a decline of 12.68%. There wasa Net Loss of Rs. 176.59 lakhs as against loss of 21.55 lakhs in 2017-18.
The Earning per share (EPS) for the year is (Rs.1.50) per share as compared to (Rs0.18) per share of the previous year.
Due to losses suffered in the current financial year the Directors have notrecommended any dividend for this financial year.
SUBSIDIARY & ASSOCIATE COMPANIES
As on March 31 2019 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. 5.2 Lakhs during the year ended March 31 2018.
TRANSFER TO RESERVES
During the year under review the company has not transferred any amount to the GeneralReserve.
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.
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 of Directors met 5 (Five) times during the Financial Year 2018-19 on28-05-2018 14-08-2018 03-11-2018 02-02-2019 and 28-03-2019.
DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
Appointment and Cessation
Mr. Suresh Singh Virendranath Rana and Mr. Mannapra Sundaraiyer Venkateswaran wereappointed as Independent Directors at the Company's annual General Meeting held on 19thSeptember 2014 for a continuous period of 5 (five) years. They would be retiring at theend of this ensuing Annual General Meeting. Being eligible they offer themselves forreappointment as Independent Directors for a further period of 5 (Five) years.
Ms.Sangeeta Gandhi was appointed as a whole time Director of the Company by the Boardof Directors on 1st April 2009 and as per the provisions of Section 152 of theCompanies Act 2013 she would retire at the ensuing Annual General meeting and beingeligible offers herself for re-appointment. The Board recommends her re-appointment forapproval of the members in the forthcoming Annual General Meeting.
Key Managerial Personnel
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 Mr. V. Mahalingam Chief Financial Officer. Ms.Puneeta Ahuja Company Secretary. There has been no change in the Key Managerial personnelduring the year.
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
M/s Rajan Goel & Associates Chartered Accountants were appointed as StatutoryAuditors of your Company at 35th Annual General Meeting held on 19thSeptember 2018 for a term of five consecutive years from the conclusion of 35thAnnual General Meeting of the Company till the conclusion of 40th AnnualGeneral Meeting to be held in the year 2023.
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
The Report given by the Auditors on the financial statement of the Company is part ofthis Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.
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 in their meeting held on 25th May 2019 had appointedM/S Mohit Mehta & Associates (CP No. 17160 Membership No. 46893) Practicing CompanySecretary as Secretarial Auditors for continous term unless otherwise rescinded by theBoard to conduct the Secretarial Audit of the Company as required under Companies Act2013. The Secretarial Audit Report for the financial year 2018-19 forms part of the AnnualReport Annexure B to the Board's Report.
Reporting of frauds 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 officers or employeesthe details of which would need to be mentioned in the Board's Report.
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 Internal Financial Control is intended to increase transparency and accountabilityin an organization's process of designing and implementing a system of internal control.The frameworks require a company to identify and analyze risks and manage appropriateresponses. The company has successfully laid down the framework and ensured itseffectiveness.
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 are commensuratewith the nature of its business and the size and complexity of its operations.
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.
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 Loans guarantee or investment 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 2019. 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 and jointventure companies in Form AOC-1 is attached as Annexure D.
COMPOSITION OF COMMITTEES
As per the provisions of Section 177 of the Companies Act 2013 your Company hasConstituted Audit committee. The Company's Audit Committee consisting with three memberswith Independent Directors forming a majority. All the members of the Committee haverelevant experience in financial matters. The details of the composition of the Committeeare 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 |
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 consisting of all three non executive directors out of which notless than one-half are Independent Directors. The details of the composition of theCommittee 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 non executive andindependent directors to maintain independence of the Board and separate its function ofgovernance and management. As on March 31 2019 the Board consists of five members twoof whom are executive or whole time directors one a non executive and non-independentdirector and two 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 reportconcerns about unethical behavior actual or suspected fraud or violation of our code ofConduct and Ethics as approved by Board on recommendation of Audit Committee and the sameis uploaded on the company's website www.abmintl.in. The concern can be reported throughe-mail address email@example.com.
FORMAL ANNUAL EVALUATION
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act SEBIListing Regulations and the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on January 5 2017.
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 process focused on various aspects of the functioning of the Board andcommittees such as composition of the Board and Committees experience and competenciesperformance of specific duties and obligations governance issues etc. Evaluation of theperformance of the individual Directors were carried out on the parameters such asattendance contribution and independent judgment.
The guidance note issue by SEBI on Board Evaluation was duly considered whileconducting the evaluation exercise. The evaluation of all the directors and the Board as awhole was conducted based on the criteria and framework adopted by the Board and expressedits satisfaction.
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. Since the Company is covered under thesaid limit as prescribed under Regulation 15(2) of SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 therefore the Corporate Governance provisions are notapplicable on the Company.
PARTICULARS 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) ||15.03:1 ||-. |
|Mrs. Sangeeta Gandhi (WTD) ||2.8:1 ||- |
|Mr.Suresh Singh Virendranath Rana (Independent Director) ||0.0061:1 ||- |
|Mr. M. S. Venkateswaran (Independent Director) ||0.009:1 ||- |
|Mr. Kawaljit Singh Bhatia (Director) ||0.38:1 ||- |
(ii) The Median Remuneration of Employees is Rs. 407546 and Rs. 326471 in year 2019and 2018 respectively.
(iii) The Company has 8 permanent Employees on the rolls of Company as on 31st March2019.
(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 average percentage increase made in the salaries of total employees other than theKey Managerial Personnel for Financial year 2019 was around 8% while the averageincreases in the remuneration of the Key Managerial Personnel (CFO) and Company Secretarywas also 8% in the last financial year. There was no increase in the Salaries of MD andWTD during the period 2018-19.
(v) Affirmation that the remuneration is as per the remuneration policy of the Company
The 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 Rule 5(2) Of The Companies (Appointment And Remuneration Of Managerial Personnel)Rules 2014
Details of Employees in terms of remuneration drawn *
|Employee Name ||Designation ||Gross Remuneration (Rs.) ||Nature of employment ||Qualification ||Experience (in years) ||Year of commencement of employment ||Age ||Last employment ||% of Equity Shares ||Weather employee is relative of Director or Manager |
|Mr. Virender Kumar Gandhi ||Managing Director ||5049751 ||Permanent ||Graduate ||57 ||1962 ||76 ||NA ||40.19 ||Relative of Mrs. Sangeeta Gandhi (Whole Time Director) |
|Mrs. Sangeeta Gandhi ||Whole Time Director ||900000 ||Permanent ||Graduate ||23 ||1996 ||45 ||NA ||11.30 ||Relative of Mr.Virender Kumar Gandhi (Managing Director) |
|Mr. V. Mahalingam ||Manager (Operations) ||415054 ||Permanent ||Graduate ||51 ||1985 ||68 ||NA ||NIL ||NIL |
|Mr. Sita Ram ||Manager (Liaision) ||407546 ||Permanent ||Graduate ||23 ||2002 ||45 ||NA ||NIL ||NIL |
|Mr. Sushil Gambhir ||Manager (Accounts) ||416900 ||Permanent ||Graduate ||18 ||2006 ||39 ||NA ||NIL ||NIL |
|Ms. Puneeta Ahuja ||Company Secretary ||374249 ||Permanent ||GraduateCS ||5 ||2014 ||30 ||NA ||NIL ||NIL |
|Mr. Vijay Kumar ||Driver ||237500 ||Permanent ||Metric ||18 ||2004 ||50 ||NA ||NIL ||NIL |
|Mr. Ratneshwar Jha ||Supervisor ||206467 ||Permanent ||Metric ||28 ||1995 ||57 ||NA ||NIL ||NIL |
* The Company has 8 permanent employees on the rolls of Company as on 31st March 2019.
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 ||CURRENT YEAR ||PREVIOUS YEAR |
|1. ||Foreign Exchange Earnings ||NIL ||NIL |
|2. ||Foreign Exchange Outgo ||(41.05) ||(5.70) |
|3. ||F.O.B. Value of Exports ||NIL ||NIL |
|4. ||C.I.F. Value of Imports ||8526.01 ||8323.98 |
The Board of Directors acknowledges with gratitude the co-operation extended by theCompany's Bankers and also appreciates the continued trust and confidence reposed by theShareholders in the management. They also place on record their appreciation for thevaluable contribution and whole hearted support extended by the Company's employees at alllevels.