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A B N Intercorp Ltd.

BSE: 532575 Sector: Services
NSE: ABNINT ISIN Code: INE982R01015
BSE 05:30 | 01 Jan A B N Intercorp Ltd
NSE 05:30 | 01 Jan A B N Intercorp Ltd

A B N Intercorp Ltd. (ABNINT) - Director Report

Company director report

To

The Members

A B N Intercorp Limited Delhi

1. COMPANY SPECIFIC INFORMATION:

1.1 FINANCIAL RESULTS:

The Board of Directors hereby submits the report of the business and operations of yourcompany along with the audited financial statements for the financial year ended March31 2019.

Rs. In Lakhs

Particulars 31/03/2019 31/03/2018
Revenue from Operations 289982.00 963415.00
Other Income (212911.91) (5695890.00)
Profit / (Loss) Before Depreciation Finance costs Exceptional items and tax expenses (2261233.73) (5965402.00)
Less: Finance Costs - 35.00
Profit/loss before Exceptional items and Tax Expense (2078755.23) (5763939)
Exceptional items - -
Profit/ loss before Tax Expense (2078755.23) (5763939)
Less: Current Tax - (1502.00)
Deferred Tax (122921) (4875.00)
Balance of Profit/(Loss) for the year (1955834.23) (5757562.00)

REVIEW OF OPERATION

The Total income from the operations is Rs. 289982 and the expenditure incurredduring the year is Rs. 2155825.32 which is quite higher than the previous year. FurtherNet Loss of the company is Rs. 1955834.23/- as compared to Net Loss of Rs. 5757562 ofprevious year.

1.2 TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.

1.3 DIVIDEND

The Board of Directors of your company after considering holistically the relevantcircumstances and keeping in view the company's dividend distribution policy has decidedthat it would be prudent not to recommend any Dividend for the year under review.

1.4 MAJOR EVENTS OCCURRED DURING THE YEAR

a) State of affairs of the company

Your company is engaged in the hospitality business of restaurants hotels cafe touroperator travel agency and set up chain purchase establish or otherwise acquire act asadvisors financer.

b) Change in Nature of Business:

During the year there was no change in the nature of the business of the Company.

c) Material changes and commitments affecting the financial position of the company:

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

2. GENERAL INFORMATION

ABN Intercorp Limited is engaged in the hospitality business of restaurants hotelscafe holiday inns resorts villas rest houses guest houses tour operator travelagency etc.

3. CAPITAL AND DEBT STRUCTURE:

During the year under review the company has neither issued nor bought back shares.The Capital of the company remains same as under.

Authorized Share Capital 10000000 divided into 1000000 shares of Rs. 10 each
Issued Share Capital 4195320 divided into 419532 shares of Rs. 10 each
Paid Up share Capital 4195320 divided into 419532 shares of Rs. 10 each

The Capital of the Company consist only Equity shares and no debenture or any otherdebt securities issued by the company.

4. CREDIT RATING

During the year the company has not issued any securities and not raised any loan whichrequires credit rating hence credit rating provisions not applicable on company and hasnot obtained any credit rating during the year.

5. INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any funds to Investor Education and ProtectionFund.

6. MANAGEMENT: 6.1 Directors and Key Managerial Personnel Board Composition:

The constitution of the Board (as on 31/03/2019) and the attendance of the Directorsare given below:

Name of the Directors Category of the Director (NE/E) Designation No. of Directorshi p No. of Meetings attended Details of committee As Member Presence As Chairman in previous AGM
Mr. Ajai Kumar Rastogi E Managing Director Independent 2 5 3 1 Yes
Mr. Ajeet NE Director 3 5 4 3 Yes
Kumar Independent
Ms. Pooja Verma NE Director 1 5 4 - Yes

Directors:

There has been no change in the constitution of Board of Directors of the Companyduring the financial year 2018

2019.

Key Managerial Personnel

Re-appointment of Managing Director

• The Company has re-appointed Mr. Ajai Kumar Rastogi as Managing Director of theCompany in whole time employment by the board of Directors of the company w.ef 30thMay 2019.

Appointment of Company Secretary

• The Company has appointed Ms. Ankita Mehta as Company Secretary &Compliance Officer of the Company in whole time employment by the board of Directors ofthe company w.ef 10th April 2019.

6.2 Independent Director's declaration:

The company has received necessary declarations from each Independent Director underSection 149(6) and 149(7) of the companies Act 2013 and regulation 16(1)(b) andregulation 25(8) of SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 that they meet the criteria of independence laid down thereunder.

As on 31st March 2019 half of the Board Members consist of IndependentDirectors on Company's Board having rich experience in their fields and they will addvalue to the management of the company. An enlightened Board consciously creates a cultureof Board leadership to provide a long-term vision and policy thinking in order to improvethe quality of governance. The Board's actions and decisions are aligned with theCompany's best interests.

Independent directors of the company meet once times in the year 2018 - 2019 dated 20thDecember 2019 without executive directors of the company.

6.3 Board Meetings:

During the period under review 5 (Five) Board Meeting were held by the Board ofDirectors to transact various business items as mentioned below:

Sr. No Date and Day of the Board Meeting Sr. No Date and Day of the Board Meeting
1 Monday 02nd April 2018 4 Monday 20th August 2018
2 Tuesday 15th May 2018 5 Wednesday 14th November 2018
3 Wednesday 30th May 2018 6 Saturday 09th March 2019

6.4 Committees

1. Audit Committee:

a) Brief Description

The primary object of the Audit Committee is to monitor and provide an effectivesupervision of the

Management's financial reporting process to ensure accurate and timely disclosureswith the highest levers of transparency integrity and quality of financial reporting. Thecommittee oversees the work carried out in the financial reporting process by theManagement the internal auditor the statutory auditor and notes the processes andsafeguards employed by each of them.

b) Constitution and Composition of Audit Committee

The Company has in accordance with the Section 177 constituted the Audit Committee. TheAudit Committee constituted and re constituted from time to time to comply with statutoryrequirement. The Audit Committee met 4 (four) times during the last financial year on thefollowing dates:

Sr. No. Date and Day of the Meeting Sr. No. Date and Day of the Meeting
1. Friday 25th May 2018 3. Monday 12th November 2018
2. Tuesday 28th August 2018 4. Thursday 28th February 2019

The constitution of the Committee (as on 31/03/2019) and the attendance of each memberof the Committee are given below:

Name of the Member Type of Director Category No. of Meetings Attendance
Mr. Ajai Kumar Rastogi E Member 4 4
Mr. Ajeet Kumar ID Chairman 4 4
Ms. Pooja Verma ID Member 4 4

2. Nomination &Remuneration Committee

a) Constitution & Composition of Nomination & Remuneration Committee:

The Company has in accordance with the Section 178(1) constituted the Nomination &Remuneration Committee. The main function of the Nomination & Remuneration Committeeis to formulation and recommendation of the policy for the appointment removalperformance evaluation of the directors & the consideration to be paid to them andother matters as may be determined by the committee and the prevailing provisions forformulation of criteria for evaluation of Independent Directors and Board. Further torecommend/review remuneration of Directors based on their performance and carry outfunctions as mandated by Board from time to time.

The Nomination & Remuneration Committee did not met during the last financial year.

The constitution of the Committee as on 31/03/2019 is as under:

Name of the Member Type of Director Category
Mr. Ajai Kumar Rastogi E Member
Mr.Ajeet Kumar ID Chairman
Ms. Pooja Verma ID Member

*The Nomination and Remuneration Committee consist of Mr. Ajai Kumar Rastogi who isManaging Director in executive capacity however the company is yet to appoint aNon-executive Director to properly constitute the committee.

3. Stakeholders Relationship Committee:

As per the Section 178(5) of the Companies Act 2013 a Company consisting of more than1 (one) thousand Shareholders debenture-holders deposit-holders and any other securityholders at any time during a financial year shall constitute a Stake Holders RelationshipCommittee. The Company has 7 shareholders at the end of the year hence; company has notconstituted the said committee. As per SEBI (Listing Obligations & DisclosureRequirement) regulation every listed company has to constitute Stakeholders RelationshipCommittee. However Regulation 20 of SEBI (Listing Obligations & DisclosureRequirement) regulations 2015 is not applicable to the company.

4. Independent Director's Meeting

The Independent Directors of the Company met during the year as on 20thDecember 2018 without the attendance of non Independent Directors and members of theBoard. The Independent Directors reviewed the performance of the non-independent Directorsand Board as whole. The performance of the Chairman taking into account the views ofexecutive Directors and non-executive Directors and assessed the quality quantity andtimeline of flow of information between company management and Board.

6.5 Recommendation of Audit Committee:

There are no transactions which are recommended by the audit committee and not acceptedby the board of the directors of the company.

6.6 Company's Policy on Directors appointment and remuneration:

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the board and separate its functions of governance andmanagement. The policy of the

Company on directors' appointment and remuneration including the criteria fordetermining qualifications positive attributes independence of a director and othermatters as required under sub-section (3) of Section 178 of the Companies Act 2013 isavailable at registered office for review.

There has been no change in the policy since last fiscal. We affirm that theremuneration paid to the directors is as per the terms laid out in the Nomination andRemuneration Policy of the Company.

Code of conduct:

The Company has already implemented a Code of Conduct for all Board Members and SeniorManagements of the company in compliance with SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 (earlier Listing Agreement). But since the operations ofthe Company were not much the application of the code of conduct was limited to thatextent. The code of conduct of the company can be found on the website of the company atwww.abnintercorp.com

6.7 Board Evaluation:

BOARD EVALUATION:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The evaluation framework for assessing the performance of Directors (includingIndependent Directors) comprises of the following key areas:

• Attendance and participation in the Meetings and timely inputs on the minutes ofthe meetings.

• Adherence to ethical standards & code of conduct of Company and disclosureof non independence as and when it exists and disclosure of interest.

• Raising of valid concerns to the Board and constructive contribution toresolution of issues at meetings.

• Interpersonal relations with other directors and management.

• Objective evaluation of Board's performance rendering independent unbiasedopinion.

• Understanding of the Company and the external environment in which it operatesand contribution to strategic direction.

• Safeguarding interest of whistle-blowers under vigil mechanism and Safeguard ofconfidential information. The evaluation involves Self-Evaluation of the Board Member andsubsequently assessment by the Board of Directors. Observations of board evaluationcarried out for the year:

1. Previous year's observation s and actions taken:

2. Proposed actions based on current year observations:

6.8 Remuneration of Directors and Employees of Listed companies:

Pursuant to the Sub Rule (2) of the Rule 5 of the Companies (Appointment &Remuneration or Managerial Personnel) Rules 2014 and Amendment rules 2016 read withSection 197 of the Act no employees was in receipt of the remuneration in aggregate toRs. One crore Two Lakhs per annum or Rs. Eight Lakh Fifty Thousand per month or at a ratein excess of that drawn by the Managing Director / Whole time director of Manager andholds himself or along with his spouse & dependent children no less than two percentof the equity shares of the Company. Further the information required pursuant to Section197 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company will be provided uponrequest. In terms of Section 136 of the Act the Report and Accounts are being sent to theMembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company up to the date of the ensuingAnnual General Meeting. If any Member is interested in obtaining a copy thereof suchMember may write to the Company Secretary in this regard. As per the provisions of Section197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the details of the ratio of theremuneration of each director to the median employee's remuneration are described in the “AnnexureA ” to this report.

6.9 Remuneration received by Managing Director/ Whole time Director from holding orsubsidiary company:

There is no such amount received by the Managing Director/ Whole time Director As thecompany does not have any holding company or subsidiary company.

6.10 Director's responsibility statement:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their Knowledge and ability confirm and state that

I. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

II. The Directors had selected such accounting policies and applied them consistentlyand made judgments and

Estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the loss of thecompany for that period;

III. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The Directors had prepared the annual accounts on a ‘going concern' basis;

V. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

VI. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

6.11 Internal Financial Controls:

The Company has an adequate system of internal control procedures which is commensuratewith the size and nature of business. Detailed procedural manuals are in place to ensurethat all the assets are safeguarded protected against loss and all transactions areauthorized recorded and reported correctly. The internal control systems of the Companyare monitored and evaluated by internal auditors and their audit reports are periodicallyreviewed by the Audit Committee of the Board of Directors. The observations and commentsof the Audit Committee are also generally placed before the Board. Some key features ofthe company's internal controls systems have been provided in the Management discussionand Analysis Report as Annexure D” which being annexed to thisreport.

6.12 Frauds reported by the Auditor:

In pursuance to the Section 134(3)(ca) of the Companies Act 2013 (“theAct”) there has been no reported frauds being detected by the Auditor of the Companyin accordance with the Section 143 (12) of the Act.

7. DISCLOSURES RELATING TO SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

The Company does not have any Subsidiary Associates Company or Joint Venture.

8. DETAILS OF DEPOSITS:

The Company has not invited or accepted deposit within the meaning of Section 73 of theact read with rules made there under from the public neither does have any unpaid orunclaimed deposits along with interest during the year. Further the company has not madeany default in repayment of deposits or payment of interest thereon as no deposits havebeen invited or accepted by the Company during the year. Furthermore there are no suchdeposits which are not in compliance with the requirements of Chapter V of the Act.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of Loans Guarantees or Investments made by the Company pursuant to section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

10. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Your company is not falling under the criteria mention as per Section 135 (1) of theCompanies Act 2013 and the companies (Corporate Social Responsibilities) Rules 2014.Hence the company has not developed and implemented any corporate Social Responsibilitiesinitiatives.

12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO

Disclosures pertaining to conservation of energy technology absorption foreignexchange earnings and outgo are not applicable to company during the year under review.Foreign Exchange Earnings : Nil Foreign Exchange Expenditure : Nil

13. RISK MANAGEMENT:

Considering the present condition of the company the company has formulated the riskmanagement policy. The board is being regularly provided with information which may havepotential threat of risk as and when required. The detailed policy can be find out at thewebsite of the company www. abnintercorp.com.

14. DETAILS OF WHISTLE BLOWER POLICY & VIGIL MECHANISM:

The Company has established a “Whistle Blower and Vigil Mechanism Policy” forDirectors and employees to report the genuine concerns as per the provisions of Section177 (9) of the Companies Act 2013. However the Section is not applicable to the Companyas per SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 but thecompany has formed the policy as a part of good governance.

15. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORY:

There have been no material changes and commitments affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report.

16. AUDITORS

Statutory Auditor:

M/s. RTPS & Co. Chartered Accountant have completed their tenure as the statutoryAuditor of the company and will no longer continue as the Statutory Auditor.

The board of directors of the company have proposed the appointment of M/s. Mehra andCo. Chartered Accountants (F. R No.000393C) as the Statutory Auditors of the Companywho shall hold office for the term of 5 years from the conclusion of this 14thAnnual General Meeting till conclusion of the 17th Annual General Meeting ofthe company subject to ratification by members of the company at every Annual GeneralMeeting held till 17th AGM and that the Board be and is hereby authorized tofix such remuneration as may be determined by the Audit Committee in consultation with theAuditors

The observations and comments if any marked in the Auditors' Report areself-explanatory and therefore do not call for any further comments.

Secretarial Auditor:

Mrs. Kajal Ankit Shukla Proprietor of M/s. K. A Shukla & Associates PracticingCompany Secretaries has been appointed for the purpose of conducting Secretarial Audit ofthe Company.

As the company have claimed exemption under the regulation 15 of SEBI ListingObligation (Disclosure & Requirements) Regulations 2015 for Corporate Governance theprovisions of Annual secretarial compliance report as per circular dated 08thFebruary 2019 is not applicable on the Company.

Cost Audit:

As per Section 148 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 company is in construction business and the Companies (Cost Recordsand Audit) Amendment Rules 2014 (the Rules) are applicable to the company but the companydoes not fall under the criteria mentioned in the rules.

Internal Auditor:

As per Section 138 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 the company needs to appoint an Internal Auditor. However the company has notappointed Internal Auditor for the financial year 2018-2019.

17. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report is appended to this Report in MR 3 which forms part of Board'sReport as per “Annexure C”

18. EXPLANATIONS IN RESPONSE TO AUDITORS' QUALIFICATIONS

Explanation to the observations given in the independent Audit report:

The observations and comments if any marked in the Auditors' Report areself-explanatory and therefore do not call for any further comments.

Explanation to the observations given in the Secretarial Audit report:

In respect of the following observations made in the Secretarial Audit Report we wouldlike to justify the qualifications / observations as follows:

1. In explanation to the first observation made by the Secretarial Auditor in theSecretarial Audit Report the company has not appointed Internal Auditor for the financialyear 2018-2019 the company would look into the matter and would endeavor to appoint forthe year 2019 2020 in compliance with Section 138 of the Companies Act 2013.

2. In explanation to the second observation made by the Secretarial Auditor in theSecretarial Audit Report the company was in the process towards formulating a valuableboard structure consisting of learned personnel in order to follow the compliance with theappointment of Chief Financial Officer and Company Secretary & Compliance Officer inthe company as per Section 203 of the Companies Act and with Regulation 6 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the company was able toappoint the Company Secretary w.e.f 10th April 2019 and Chief FinancialOfficer is in due search of Chief Financial Officer.

3. In explanation to the third observation made by the Secretarial Auditor in theSecretarial Audit Report the company in order to have a fair constitution of theNomination and Remuneration Committee as per Section 178 of the Companies Act 2013 willappoint a non-executive director and adhere to the constitution.

In respect of the matter of comments made by the Secretarial Auditor the Board ofDirectors is taking necessary steps to cure the issues.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors state that the company has complied with the applicableSecretarial Standards issued by the Institute of Company Sectaries of India i.e. SS-1SS-2 and SS-4 respectively relating to ‘Meetings of the Board its committees'General Meetings and Board Report.

20. EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as “Annexure ”.

21. CORPORATE GOVERNANCE REPORT:

As per the criteria mention in the regulation 15 of SEBI Listing Obligation (Disclosure& Requirements) Regulations 2015 company is not falling under the same and thecompany has claimed exemption from Stock Exchange. Hence company has not submittedcorporate governance report with the stock exchange for the period under review. Thecompany has claimed exemption under regulation 15(2) of SEBI Listing Obligation(Disclosure & Requirements) Regulations 2015.

22. ANNUAL SECRETARIAL COMPLIANCE REPORT:

As per the clarification issued by BSE dated 9th May 2019 the company neednot to comply with the submission of Annual Secretarial Compliance report as does notfalling under the criteria mentioned under regulation 15 of SEBI Listing Obligation(Disclosure & Requirements) Regulations 2015. The company has claimed exemption underregulation 15(2) of SEBI Listing Obligation (Disclosure & Requirements) Regulations2015 vide letter dated 30th May 2019 to BSE.

22. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis Report as per the Regulation 34 of the SEBIListing Obligation (Disclosure & Requirements) Regulations 2015 is part of the AnnualReport as “Annexure- D”.

23. EQUAL OPPORTUNITY TO EMPLOYEE:

The Company has always provided a congenial atmosphere for work to all employees thatare free from discrimination and harassment including sexual harassment. It has providedequal opportunities of employment to all without regard to their caste religion colourmarital status and sex. The Company has also framed a Policy on “Prevention of SexualHarassment” at the workplace. There were no cases reported under the said Policyduring the year.

24. LISTING AT STOCK EXCHANGES:

The company is currently listed with the National Stock Exchange Emerge ITP. TheListing fees for the Year 2019

2020 has been paid to the Stock Exchanges.

25. OTHER DISCLOUSRES:

a) Change in Registered Office:

The Company has changed its registered office From Gf-35 Ground FloorOmaxe SquarePlot No.14 Jasola New Delhi to F-01 TDI Centre Jasola New Delhi for smooth and betterconvenience with effect from 10th April 2019.

26. DISCLOSURE OF OF TRANSACTIONS OF COMPANY WITH PROMOTER/ PROMOTER GROUP:

Sr. No. Name of the Promoter Nature of the Transaction Amount
01 Ajai Rastogi Remuneration 480000

27. DISCLOSURE OF DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT

With the advent of the new Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (enforced w.e.f. December 012015) the listed entities are required to make disclosure in the Annual Report about thedetails of share in Demat Suspense Account / Unclaimed Suspense Account. The details ofthe same are mentioned below:

Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year NIL
Number of shareholders who approached listed entity for transfer of shares from suspense account during the year NIL
Number of shareholders to whom shares were transferred from suspense account during the year Nil
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year Nil
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares Not Applicable

APPRECIATION

Your Directors place on record their appreciation and gratitude for the excellentsupport the Company has received from its workers employees customers vendors andshareholders. They also express their sincere thanks to the Bankers and various StateGovernments for the valuable support extended to the Company.

Date: 30.05.2019 For A B N Intercorp Limited
Place: New Delhi
Sd/- Sd/-
Mr. Ajai Kumar Rastogi Mr. Ajeet Kumar
Managing Director Director
DIN:00322447 DIN : 00416478

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