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ABans Enterprises Ltd.

BSE: 512165 Sector: Others
NSE: N.A. ISIN Code: INE365O01010
BSE 00:00 | 27 Sep 94.50 0.20
(0.21%)
OPEN

96.90

HIGH

96.90

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88.05

NSE 05:30 | 01 Jan ABans Enterprises Ltd
OPEN 96.90
PREVIOUS CLOSE 94.30
VOLUME 10138
52-Week high 137.00
52-Week low 74.00
P/E 103.85
Mkt Cap.(Rs cr) 132
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 96.90
CLOSE 94.30
VOLUME 10138
52-Week high 137.00
52-Week low 74.00
P/E 103.85
Mkt Cap.(Rs cr) 132
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ABans Enterprises Ltd. (ABANSENTERPRISE) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting their Thirty Fifth Annual Report onthe Business and Operations of the Company and the Accounts for the Financial Year ended31st March 2021 (period under review).

1. FINANCIAL PERFORMANCE OF THE COMPANY:

The summary of financial highlights for the financial year ended March 31 2021 andprevious financial year ended March 31 2020 is given below:

• Standalone:

(Rs. in Crores except per EPS & Net Asset Value)

Particulars 31.03.2021 31.03.2020
Total Income 86.01 335.91
Less: Expenditure including Deprecation 85.29 334.45
Profit before T ax 0.72 1.46
Provision for Taxation 0.26 0.40
Profit after Tax 0.46 1.06
Other Comprehensive Income 0.00* 0.00*
Total Other Comprehensive Income 0.46 1.06
Earnings Per Share (EPS) 0.32 0.76
Paid up Capital 13-95 13.95
Other Equity 3.47 3.15
Net Asset Value (Per Share) 12.49 12.26

* Amount in ‘000's

During FY 2020-21 Standalone Total Income of the Company has decreased by 74.39%compared to an increase of 155.63%. Whereas Profit after Tax decreased by 56.60% comparedto decrease of 24.82%% and consequent decrease in EPS from ^0.77 per share to ^0.33 pershare.

• Consolidated:

(Rs. in Crores except per EPS & Net Asset Value)

31.03.2021 31.03.2020
Total Income 4075.49 4553.77
Less: Expenditure including Deprecation 4041.20 4525.24
Profit before T ax 34.29 28.54
Provision for Taxation 0.40 0.90
Profit after Tax 33.89 27.63
Other Comprehensive Income -1.27 -0.01
Total Other Comprehensive Income 32.62 27.62
Earnings Per Share (EPS) 24.30 19.81
Paid up Capital 13.95 13.95
Other Equity 177.95 40.73
Net Asset Value (Per Share) 137.56 39.20

During FY 2020-21 Consolidated Total Income of the Company has decreased by 10.50% andProfit after Tax increased by 22.65% and consequent increase in EPS from ^19.81 per shareto ^24.30 per share.

2. DIVIDEND:

On December 24 2020 Board of Directors of the Company had declared a first interimdividend of 10 paise per equity shares to the equity shareholders as on January 05 2021.

Your directors recommend for confirmation of the first interim dividend of FY 2020-21at the ensuing annual general meeting. Your directors do not recommend any furtherdividend for FY 2020-21.

3. STATE OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance among others for the periodunder review is given in the Management Discussion and Analysis prepared in accordancewith the SEBI (LODR) Regulations 2015 of the Annual Report.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors

Following were the changes during the period under review:

• Mr. Shivshankar Singh was appointed as Additional (Non - Executive Director) onMarch 23 2021.

• Mrs. Shriyam Bansal resigned as Non - Executive Director on March 23 2021.

ii. Independent Directors

Independent Directors have provided their confirmation that they meet the criteria ofindependence as provided in sub-section (6) of Section 149 of the Companies Act 2013. Anindependent director shall hold office for a term up to five consecutive years on theBoard of a Company but shall be eligible for reappointment for next five years on passingof a special resolution by the Company.

iii. Re-appointment of Directors

The Board of Directors on recommendation of Nomination and Remuneration Committee hasrecommended for the appointment of existing Additional Director of the Company.

The brief resume of Additional Director the nature of their expertise in specificfunctional areas names of the companies in which they have held directorships theirshareholding etc. are furnished in "Annexure A" to notice of the ensuing AGM.

5. MEETINGS:

During the year Seven Board Meetings were convened and duly held. The details of whichare given in the Corporate Governance Report which forms part of this report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.

6. AUDIT COMMITTEE:

As on Date of this report Audit Committee comprises of Mr. Naresh Sharma (Chairman)Mr. Kishore Mahadik (Member) and Mr. Paresh Davda (Member). Powers and role of the AuditCommittee are included in the Corporate Governance Report. All the recommendations made bythe Audit Committee were accepted by the Board of Directors.

7. BOARD EVALUATION:

The Board of Directors have carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the CompaniesAct 2013 and SEBI (LODR) Regulations 2015.

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by theSEBI on January 5 2017. In a separate meeting of independent directors performance ofnon-independent directors the board as a whole and the Chairman of the Company wereevaluated taking into account the views of executive directors and non-executivedirectors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contributions and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors and meetingof Nomination and Remuneration Committee the performance of the board its committeesand individual directors was also discussed.

Performance evaluation of independent directors was done by the entire board excludingthe independent directors being evaluated.

8. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT-9in annexed as a part of this Annual Report as "Annexure I" and isalso available on the website of the company under the Investor Tab.

9. NOMINATION AND REMUNERATION POLICY:

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 ofthe Companies Act 2013 and SEBI (LODR) Regulations 2015. The Policy is provided inAnnexed to this Report as "Annexure II".

10. AUDITORS:

i. Statutory Auditors:

M/s. Paresh Rakesh & Associates (Firm Registration No. 119728W) were appointed asStatutory Auditor of the company for a continuous period of five years on September 292020 and to hold office till the conclusion of Annual General Meeting of the Company to beheld in the year 2025.

Subject to the amendment stated in The Companies Amendment Act 2017 read withNotification S.O. 1833(E) dated 7th May 2018 deleting the provision of annualratification of the appointment of auditor the requirement to place the matter relatingto appointment of Auditors for ratification by members at every Annual General Meeting isdone away with and no resolution has been proposed for the same.

ii. Secretarial Auditor:

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 hasappointed M/s. S. P. Date & Associates. a firm of Company Secretaries in Practice (CPNo. 14247) to undertake the Secretarial Audit of the Company for the F.Y. 2020-21. TheSecretarial Audit Report for F.Y. 2020-21 is annexed herewith as "AnnexureIII".

iii. Cost Auditor:

Your Company is principally engaged into Trading. Therefore Section 148 of theCompanies Act 2013 is not applicable to the Company.

11. AUDITOR'S REPORT:

The Auditor's Report and Secretarial Auditor's Report does not contain anyqualifications reservations or adverse remarks.

12. VIGIL MECHANISM:

In pursuance of the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for Directors and Employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.abansenterprises.com.

13. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made thereunder the Board hasappointed M/s. R. Jangir and Co Chartered Accountants as an Internal Auditor of theCompany for FY 2020-21 to check the internal controls and functioning of the activitiesand recommend ways of improvement. The Internal Audit is carried out on a quarterly basis;the report is placed in the Audit Committee Meeting and the Board Meeting for theirconsideration and direction.

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Internal Auditors of the Company forinefficiency or inadequacy of such controls.

14. RISK ASSESSMENT AND MANAGEMENT:

Your Company has been on a continuous basis reviewing and streamlining its variousoperational and business risks involved in its business as part of its risk managementpolicy. Your Company also takes all efforts to train its employees from time to time tohandle and minimize these risks.

15. LISTING WITH STOCK EXCHANGES:

Abans Enterprises Limited continues to be listed on BSE Limited (BSE) and MetropolitanStock Exchange of India Limited (MSEI). It has paid the Annual Listing Fees for the year2021-22 to BSE & MSEI.

16. SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES:

As on March 31 2021 your Company has 7 (seven) subsidiary and no associate companiesor joint venture companies within the meaning of Section 2(6) of the Act.

Only Abans Creations Private Limited was incorporated during the period under reviewand rest of the subsidiaries were acquired/incorporated during previous financial year. Noother subsidiary were acquired/disposed during the period under review.

During the year the Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Companies Act 2013 we have prepared theconsolidated financial statements of the Company which form part of this Annual Report.Further a statement containing the salient features of the financial statements of oursubsidiaries in the prescribed format AOC-1 is annexed herewith as "AnnexureIV" to the Board's report.

The statement also provides details of the performance and financial position of eachof the subsidiaries. In accordance with Section 136 of the Companies Act 2013 theaudited financial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of its subsidiaries are availableon our website www.abansenterprises.com.

17. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1& SS-2 on Meetings of the Board of Directors and General Meetings respectively.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

i. Conservation of Energy

a) The steps taken or impact on conservation of energy

- The Operations of the Company are not energy intensive. However adequate measureshave been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy -Company shall consider on adoption of alternate source of energy as and when the needarises.

c) The Capital Investment on energy conversation equipment - No CapitalInvestment yet.

ii. Technology absorption

a) The efforts made towards technology absorption. -

Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement cost reduction productdevelopment or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed areas where absorption has not taken place and the reasonsthereof

iii. The expenditure incurred on Research and Development - Not Applicable.

19. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES:

Particulars of loans given investments made guarantees given and securities providedare provided in the financial statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the SEBI (LODR) Regulations 2015. There are no materially significantrelated party transactions made by the Company with Promoters Directors or Key ManagerialPersonnel etc. which may have potential conflict with the interest of the Company at largeor which warrants the approval of the shareholders. Accordingly no transactions are beingreported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014. The details of the related party transactions asrequired under Indian Accounting Standard (Ind AS) 24 are set out in Note to the financialstatements forming part of this Annual Report.

All Related Party Transactions are presented to the Audit Committee and the Board.Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.

21. DEPOSITS:

Your Company did not accept / hold any deposits from public / shareholders during theyear under review.

22. SIGNIFICANT AND MATERIAL ORDERS:

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.

23. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OFTHIS REPORT:

Material changes and commitments affecting the financial position of the Companybetween the end of the financial year and date of this report are given below.

GLOBAL PANDEMIC - COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite periods oftime. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of nonessential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown. Theimpact of COVID-19 on the Company and the Group has been disclosed in the notes to theFinancial Statements for FY 2020-21.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION. PROHIBITION AND REDRESSAL) ACT 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and rules made there under the Company has framed and adoptedthe policy for Prevention of Sexual Harassment at Workplace.

Your Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Your Company was not in receipt of any complaint ofsexual harassment. There are no pending complaints of sexual harassment.

25. HUMAN RESOURCES:

Your Company considers people as its biggest assets and ‘Believing in People' isat the heart of its human resource strategy. It has put concerted efforts in talentmanagement and succession planning practices strong performance management and learningand training initiatives to ensure that your Company consistently develops inspiringstrong and credible leadership.

Your Company has established an organization structure that is agile and focused ondelivering business results. With regular communication and sustained efforts it isensuring that employees are aligned on common objectives and have the right information onbusiness evolution. Your Company strongly believes in fostering a culture of trust andmutual respect in all its employees seek to ensure that business world values andprinciples are understood by all and are the reference point in all people matters.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of top ten employees in terms of remuneration drawn and namesand other particulars of the employees drawing remuneration in excess of the limits setout in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act andas advised the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection on all workingdays during business hours at the Registered Office of the Company. Any memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on request.

The current workforce breakdown structure has a good mix of employees at all levels.Your Board confirms that the remuneration is as per the remuneration policy of theCompany.

26. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations 2015 the report on Corporate Governance duringthe period under review with the Certificate issued by M/s S. P. Date & Associates. afirm of Company Secretaries in Practice (CP No. 14247) on compliance in this regardsforms part of this Annual Report.

27. REPORTING OF FRAUD:

During the year under review the Statutory Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its officers or employees tothe Audit Committee under Section 143(12) of the Companies Act 2013.

28. OTHER REPORTS:

Following reports have been prepared pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Directors' Report

• Corporate Governance Report

• Management Discussion and Analysis Report

• Business Responsibility Report

29. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

i. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures.

ii. They have 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.

iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants and the reviews performed by managementand the relevant board committees including the audit committee the board is of theopinion that the Company's internal financial controls were adequate and effective duringthe financial year 2020-21.

30. CAUTIONARY STATEMENTS:

Statements in this Annual Report particularly those which relate to ManagementDiscussion and Analysis as explained in the Corporate Governance Report describing theCompany's objectives projections estimates and expectations may constitute ‘forwardlooking statements' within the meaning of applicable laws and regulations. Actual resultsmight differ materially from those either expressed or implied in the statement dependingon the circumstances.

31. ACKNOWLEDGEMENTS:

Your Directors would like to express a deep sense of appreciation for the assistanceand co-operation received from the Financial Institutions Banks Government Authoritiesand Shareholders and for the devoted service by the Executives staff and workers of theCompany. The Directors express their gratitude towards each one of them.

Registered Office: By order of the Board
363738A 3rd Floor 227 Sd/-
Nariman Bhavan Abhishek Bansal
Backbay Reclamation (Chairman and
Nariman Point Managing Director)
Mumbai - 400 021 DIN: 01445730
Tel No.: 022 - 6835 4100 Mumbai June 30 2021
Web: www.abansenterprises.com
Email: compliance@abansenterprises.com
CIN: L74120MH1985PLC035243

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