ABM International Limited
The Directors are pleased to present their report on the affairs of the CompanyFinancial Year ended 31st March 2017.
|FINANCIAL RESULTS ||CURRENT YEAR ||PREVIOUS YEAR |
| ||2016-2017 ||2015-2016 |
| ||(Rs.) ||(Rs.) |
|Turnover ||1420959218 ||1088999146 |
|Profit before depreciation ||11650945.84 ||13505435 |
|Depreciation ||2369575.56 ||1972281 |
|Net Profit after depreciation ||9281370.28 ||11533153 |
|Provision for taxation (Net) ||(3060879) ||(3919987) |
|Net Profit(Loss) for the year after tax ||6220491.28 ||7613166 |
|Surplus brought forward from previous year ||114780918.02 ||107757506 |
|Surplus available for Appropriation ||121001409.28 ||115370672 |
|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 || || |
|Balance carried over to next year ||23001409.30 ||114780918 |
During the period under consideration the turnover for the year has increased to Rs.142.09 Cr. in 2016-17 as against Rs. 108.90 Cr. in 2015-16. However the Net Profit forthe year decreased to Rs.62.20 Lakhs in 2016-17 from Rs. 76.13 Lakhs in the previous year.
The Earning per share (EPS) for the year is Rs.0.53 per share as compared to Rs3.88 pershare of the previous year
In order to plough back the profits for the future business needs of the Company theDirectors have not recommended any divided for this financial year.
CHANGE IN SHARE CAPITAL
During the Current year there is change in capital structure of the Company. TheCompany has allotted 9800000 fully paid up equity shares of Rs. 10/- each as Bonus Issueby Capitalization of Free Reserves to the members of the Company in the proportion of 5new fully paid up equity shares of RS. 10/- each for every 1 equity share of Rs.10/- each.
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 on 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.
Your Companys shares are now listed at National Stock Exchange of India Limitedw.e.f. June 14 2016 and the Company is regularly paying the fees to the exchange.
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 9 (Nine) times during the Financial Year 2016-17 i.e. on 28th May28th July 21stSeptember 22ndOctober 6th December14thDecember in the year 2016 and 23rdJanuary 4th March and 17thMarch in the year 2017.
DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
The Board of Directors at its meeting held on 22nd October 2016 appointed Mr. Kawaljit Singh Bhatia (DIN: 02024597) as an Additional Director of theCompany. His tenure is upto the conclusion of forthcoming AGM. The Board at its meetingheld on 11th August 2017 on recommendation of Nomination and RemunerationCommittee has appointed Mr. Kawaljit Singh Bhatia as Non Executive Director of theCompanyliable to retire by rotation subject to approval of shareholders in the ensuingAnnual General Meeting"
Mr. Virender Kumar Gandhi has been re-appointed as Managing Director w.e.f. 1stjuly2018 for a term of 3 years subject to approval of shareholders at ensuing AnnualGeneral Meeting.
Mr. Sunil Gupta who ceased to be a Director on the Board w.e.f. 20thSeptember 2016 as per section 161 of the Companies Act 2014 was again appointed asAdditional Director w.e.f.12th December 2016 based on the recommendations ofthe Nomination and Remuneration Committee of the Company office upto the date of ensuingAnnual General Meeting.
Retirement by Rotation
As per the provisions of Section 152 of the Companies Act 2013 Mrs. Sangeeta Gandhiwould retire at the ensuing Annual General Meeting and being eligible offers herself forre-appointment. The Board recommends her re-appointment for approval of the members in theforthcoming Annual General Meeting.
Directors and Key Managerial Personnel
Mrs. Sangeeta Gandhi has resigned from the post of Chief Financial Officer of theCompany with effect from 21st September 2016 due to personal reasons but shallremain as Whole Time Director of the Company .
The Board appointed Mr. V. Mahalingam as a Chief Financial Officer of the Company witheffect from 6th December 2016 pursuant to the provisions of Section 203 of theAct.
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 Ms. Puneeta Ahuja Company Secretary.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
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 Extract 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 is includedin this Report as Annexure and forms an integral part of this Report.
Pursuant to Section 139 of the Companies Act 2013read with the Companies (Auditand Auditors) Rules 2014 the term of M/s Salarpuria & Partners CharteredAccountants (Firm Reg. No. 302113E) as the Statutory Auditors of the Company expires atthe conclusion of the ensuing Annual General Meeting of the Company. The Board ofDirectors of the Company at their meeting held on 11th August2017 on the recommendationof the Audit Committee have made its recommendation for appointment of M/s SPMR &Associates Chartered Accountants ( Firm Registration Number: 007578N) as the StatutoryAuditors of the Company by the members at the forthcoming Annual General Meeting of theCompany for a period of five consecutive years from the conclusion of the 34th Annualgeneral Meeting of the Company scheduled to be held on 28th September 2017 till theconclusion of the 39th Annual General Meeting to be held in the year 2022 . The firstyear of audit will be of the financial statements for the year ended March 31st 2018.
The Company has received a written consent and a certificate from Auditors that theysatisfy the criteria provided under Section 141 of the Act and that their re-appointmentif made by the members shall be in accordance with the applicable provisions of the Actand rules framed thereunder.Accordingly pursuant to Section 139 of the Companies Act2013 a resolution proposing the appointment of M/s SPMR & Associates CharteredAccountants ( Firm Reg No. 007578N)as the Statutory Auditors of the Company for a term offive consecutive years i.e. from the conclusion of the ensuing Annual General Meeting tillthe conclusion of Annual General Meeting of the Company to be held in 2022 forms part ofthe Notice of the ensuing Annual General Meeting of the Company.
As required under Regulation 33 the said firm has confirmed that they hold a validcertificate issued by Peer Review Board of the ICAI and thus are qualified to give reportsfor a Listed Company.
The auditor's report submitted by the Statutory Auditors on the financial statements ofthe Company for the year ended March 31 2017 forms part of the Annual Report. There hasbeen no qualification reservation or adverse remark or disclaimer in their report. Theauditors had not reported any matter under Section 143 (12) of the Act therefore nodetail is required to be disclosed under Section 134 (3)(ca) of the Act and no comment ofBoard on audit report is required to be given.
Pursuant to the provisions 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 as Secretarial Auditor to conduct the Secretarial Audit of the Companyfor the financial year 2016-17asrequiredunderCompaniesAct2013.TheSecretarialAuditReportsubmitted by the Secretarial Auditorfor the F.Y. 2016-17 is annexed as Annexure-Band forms an integral part of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
There are no significant and material orders passed by the regulators or courts ortribunals which would impact 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.
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.
The Internal Auditors independently evaluate the adequacy of internal controls andconcurrently audit the financial transactions and review various business processes.Independence of the Internal Auditors and compliance is ensured by the direct report ofInternal Auditors to the Audit Committee of the Board.
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 LOANSGUARANTEES OR INVESTMENTS UNDER SECTION186 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 AssociateCompany as on March 31 2017. There is no Subsidiary orJoint Venture of the Company. Pursuant to the provisions of Section 129(3) of theCompanies Act 2013 read with Rule 5 of Companies (Accounts) Rules 2014 astatement containing salient features of the financial statement of the Company's associate company in Form AOC-1 is attached as Annexure D.
RULE 8 of Companies (Accounts) Rules 2014 compliance
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 comprise of three IndependentDirectors. All the members of the Committee have relevantexperienceinfinancialmatters.ThedetailsofthecompositionoftheCommitteearesetoutinthefollowingtable:
|Name ||Designation |
|1. Mr. M. S. Venkateswaran ||Chairman |
|2. Mr. Suresh Singh Virendranath Rana ||Member |
|3. Mr. Kawaljit Singh Bhatia ||Member |
The board has accepted all the recommendation of the Audit Committee. The companysecretary of the Company acts as a secretary of the AC. Nomination and RemunerationCommittee
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 executiveIndependentDirectors.ThedetailsofthecompositionoftheCommitteearesetoutinthefollowingtable:
|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 2017 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 approvedbyBoardonrecommendationofAuditCommitteeandthesameisuploadedonthecompany'swebsitewww.abmintl.in. There has been no change during the financial year 2016-17 to the Policyadopted by the company.
FORMAL ANNUAL EVALUATION
The Companies Act 2013 and SEBI (Listing Obligations and Disclosure requirements)Regulations 2015 mandates that the Board shall monitor and review the Board evaluationi.e. evaluation of the performance of: (i) the Board as a whole (ii) individual directors(including independent directors and Chairperson) and (iii) various Committees of theBoard
The framework includes the evaluation of directors on various parameters such as:
Board dynamics and relationships
Relationship with stakeholders
Company performance and strategy
Tracking Board and committees' effectiveness
In compliance with the Companies Act 2013 and Regulation 17 (10) of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 the Board has carried out anevaluation of its own performance Committees and performance of individual Directorsduring the period under review. The aspects covered in the evaluation included thecontribution to and monitoring of corporate governance practices participation in thelong-term strategic planning and the fulfillment of Directors' obligations and fiduciaryresponsibilities including but not limited to active participation at the Board andCommittee meetings. The evaluation involves Self-Evaluation by the Board Members andsubsequent assessment by the Board of Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors key managerial personnel and senior management of the company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of the policy are explained in the Corporate Governance Report.
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 Rs. 117600000( Eleven Crore Seventy Six Lakhs only) and net worth not exceedingRs.250000000 ( twenty five Crore) as on the last day of the previous financial year.The Company is covered under the limit as prescribed in Regulation 15(2) of SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 therefore Company is not requireto comply with the said provisions.
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) ||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 Company has 8 permanent Employees on the rolls of Company as on 31stMarch 2017.
Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification there of and point out if thereare any exceptional circumstances for increase in the managerial remuneratio. The averagepercentage increase made in the salaries of total employees other than the Key ManagerialPersonnel for Financial year 2017 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 2016-17.
(iii) Affirmation that the remuneration is as per the remuneration policy of theCompany TheCompanyaffirmsremunerationisaspertheremunerationpolicyoftheCompany.
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 Remuner- ation (Rs.) ||Nature of employ- ment ||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 ||4753723 ||Permanent ||Graduate ||5 5 ||1962 ||7 5 ||NA ||40.19 ||Relative of Mrs. Sangeeta Gandhi (Whole Time Director) |
|Mrs. Sangeeta Gandhi ||Whole Time Director ||900000 ||Permanent ||Graduate ||2 1 ||1996 ||4 3 ||NA ||11.30 ||Relative of Mr.Virender Kumar Gandhi (Managing Director) |
|Mr. V. Mahalingam ||Manager (Operations) ||330680 ||Permanent ||Graduate ||4 9 ||1985 ||6 7 ||NA ||NIL ||NIL |
|Mr. Sita Ram ||Manager (Liaision ) ||333200 ||Permanent ||Graduate ||2 1 ||2002 ||4 4 ||NA ||NIL ||NIL |
|Mr. Sushil Gambhir ||Manager (Accounts) ||328800 ||Permanent ||Graduate ||1 6 ||2006 ||3 8 ||NA ||NIL ||NIL |
|Ms. Puneeta Ahuja ||Company Secretary ||241895 ||Permanent ||GraduateCS ||4 ||2014 ||2 9 ||NA ||NIL ||NIL |
| || || || || || || || || || || |
|Mr. Ratneshwar Jha ||Supervisor ||146869 ||Permanent ||Metric ||2 6 ||1995 ||5 6 ||NA ||NIL ||NIL |
* The Company has 8 permanent employees on the rolls of Company as on 31st March 2017.
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 ||NIL ||1012131 |
|3. ||F.O.B. Value of Exports ||NIL ||NIL |
|4. ||C.I.F. Value of Imports ||1411666855 ||1056271361 |
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.
| ||By the Order of the Board |
| ||For ABM International Limited |
| ||Virender Kumar Gandhi Chairman and Managing Director |
| ||DIN No. 00244762 |
|Place: New Delhi ||Resi. Add. : D-1/16 Vasant Vihar |
|Date: 11th August 2017 ||New Delhi-110057 |