A B M International Ltd.
|BSE: 533028||Sector: Others|
|NSE: ABMINTLTD||ISIN Code: INE251C01017|
|BSE 05:30 | 01 Jan||A B M International Ltd|
|NSE 05:30 | 01 Jan||A B M International Ltd|
A B M International Ltd. (ABMINTLTD) - Director Report
Company director report
ABM Internationa! 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 2018. Thefigures of the current FY and previous FY have been prepared in accordance with the IndianAccounting Standards (Ind AS').
(Rs. in Lacs)
ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)
The financial statements of year under review have been prepared in accordance with theCompanies (Indian Accounting Standards) Rules 2015 (IND AS) prescribed under Section 133of the Companies Act 2013 and other recognized accounting practices and policies to theextent applicable. Effective April 12017 the Company has for the first time adopted INDAS with a transition date of 1st April 2016 KEY HIGHLIGHTS
During the period the turnover for the year under review has decreased to Rs. 88.61Cr. in 2017-18 as against Rs. 142.09 Cr. in 2016-17 resulting in a decline of 37.64%. Thecompany has recorded net loss of (21.55) Lakhs in the year 2017-18 due to Tax adjustmentof earlier years as compared to net profit of Rs. 62.20 Lakhs in the previous year2016-17.
The Earning per share (EPS) for the year is Rs. (0.18) per share as compared to Rs 0.53per share of the previous year. DIVIDEND
The Directors have not recommended any dividend for this financial year.
SUBSIDIARY & ASSOCIATE COMPANIES
As on March 31 2018 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 met 7 (seven) times during the Financial Year 2017-18 on 27thMay 11th August 16th September 10th November 26thDecember in the year 2017 and 24th January 6th March in the year2018.
DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL Appointment and Cessation
Mr. Kawaljit Singh Bhatia was appointed as a Non Executive Director of the Company bythe Board of Directors in their meeting held on 11th August 2017 pursuant tothe provisions of Section 161 of the Companies Act 2013 and as recommended by Nominationand Remuneration Committee. The appointment was made subject to the approval ofshareholders of the Company in the 34th Annual General Meeting. Thus theappointment of Mr. Kawaljit Singh Bhatia has been regularized by the shareholders at 34thAnnual General Meeting held on 28th September 2017 as a Non ExecutiveDirector of the Company liable to retire by rotation.
Mr. Sunil Gupta who was appointed as an Additional Director of the Company w.e.f. 19thDecember 2016 pursuant to the provisions of the Companies Act 2013 ceased to be aDirector on the Board w.e.f. 27th May 2017 as per the provisions of section168 of the Companies Act 2013. The Board appreciated the assistance and guidance providedby Mr. Sunil Gupta during his tenure as a Director of the Company.
Retirement by Rotation
As per the provisions of Section 152 of the Companies Act 2013 Mr. Kawaljit SinghBhatia would retire at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his re-appointment for approval of themembers in the forthcoming Annual General Meeting.
Key Managerial Personnel
The Board of Directors at its meeting held on 14th August 2018 has re-appointed Mrs.Sangeeta Gandhi as a Whole Time Director of the Company for a further period of threeyears with effect from 1st October 2018 subject to the approval of members.
The resolutions seeking approval of the members for the above said appointment of Mrs.Sangeeta Gandhi have been incorporated in the notice of the forthcoming annual generalmeeting of the company along with brief details about her. Pursuant to the provisions ofSection 203 of the Companies Act 2013 the Key Managerial Personnel of the Company areMr. Virender Kumar Gandhi Managing Director Mrs. Sangeeta Gandhi Whole Time DirectorMr. V. Mahalingam Chief Financial Officer and Ms. Puneeta Ahuja Company Secretary. Therehas been no change in the Key Managerial Personnel during the year.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
Pursuant to the provisions of section 149 (7) of the Companies Act 2013 Mr. SureshSingh Virendranath Rana and Mr. Mannapra Sundara Venkateswaran were appointed as anIndependent Directors at the Annual General Meeting of the Company held on September 192014. They have submitted a declaration that each of them meets the criteria ofIndependence as provided in section 149(6) of the Companies Act 2013 rules madethereunder and there has been no change in the circumstances which may affect their statusas independent director during the year.
SEPARATE MEETING OF INDEPENDENT DIRECTORS:
In accordance with the provisions of Schedule IV to the Companies Act 2013 a separatemeeting of the Independent Directors of the Company was held on 24th January2018 to discuss the agenda items as prescribed under the applicable laws. The meeting wasattended by all Independent Directors of the Company.
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 SPMR & Associates Chartered Accountants the existing Statutory Auditors ofthe Company resigned w.e.f. 14th August 2018 vide their letter dated 14th August 2018.
The Board of Directors of the Company at its meeting held on 14th August 2018 as perthe recommendations of the Audit Committee has recommended the appointment of M/s RajanGoel & Associates Chartered Accountants (Firm Registration No. 004624N) as theStatutory Auditor of the Company subject to approval of shareholders at ensuing AnnualGeneral Meeting to hold office for a period of five consecutive years from theconclusion of 35th Annual General Meeting to be held on 19th September 2018 till theconclusion of 40th Annual General Meeting to be held in the year 2023. The first year ofaudit will be of the financial statements for the year ending March 31st 2019.
The Company has received a written consent and a certificate from Auditors that theysatisfy the criteria provided under Section 141 of the Companies Act 2013 and that theirre-appointment if made by the members shall be in accordance with the applicableprovisions of the Companies Act 2013 and the rules framed thereunder. Accordinglypursuant to Section 139 of the Companies Act 2013 a resolution proposing theappointment of M/s Rajan Goel & Associates Chartered Accountants (Firm RegistrationNo. 004624N) as the Statutory Auditor of the Company for a period of five consecutiveyears to hold office from the conclusion of the ensuing Annual General Meeting till theconclusion of 40th Annual General Meeting to be held in the year 2023 forms part of theNotice of the ensuing Annual General Meeting of the Company.
As required under Regulation 33 the said firm has also 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 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 23rd January 2017 hadappointed Shri Rupinder Singh Bhatia (PCS No. 2514) Practicing Company Secretary asSecretarial Auditors for continues term unless otherwise rescinded by the Board toconduct the Secretarial Audit of the Company as required under Companies Act 2013. TheSecretarial Audit Report for the financial year 2017-18 forms part of the Annual ReportAnnexure 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 orderlyand efficient 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 SECTION186 of the Companies Act 2013 The company has not made any Loans guarantee or investmentunder Sec 186 of the Companies 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 RELATEDPARTIES
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 2018. 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 Audit Committee
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:
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.
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 2018 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 in the policy since the last financial year. We affirm thatthe remuneration paid to the Directors is as per the terms laid out in the Nomination andRemuneration policy of the Company.
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 throughemail address firstname.lastname@example.org .
FORMAL ANNUAL PERFORMANCE 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.
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 and percentage increase in remuneration of each Director ChiefFinancial Officer (CFO) and Company Secretary for the financial year under review:
(i) The Median Remuneration of Employees is Rs. 3 26471 and Rs. 3 31 749 in year2018 and 2017 respectively. The percentage increase in the median remuneration ofEmployees for the financial year 2018 as compared to year 2017 is 1.59%.
(iii) The Company has 8 permanent Employees on the rolls of Company as on 31st March2018.
(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 2018 was around 10 % while the averageincreases in the remuneration of the Key Managerial Personnel (CFO) was also 10% in thelast financial year. There was no increase in the Salaries of MD WTD and CompanySecretary during the period 2017-18.
(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 Rule 5(2) Of The Companies (Appointment And Remuneration Of Managerial Personnel)Rules 2014
Details of Employees in terms of remuneration drawn *
* The Company has 8 permanent employees on the rolls of Company as on 31st March 2018.
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.)
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 wholehearted 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
Resi. Add. : D-1/16 Vasant Vihar
Place: New Delhi
Date: 14th August 2018